When Republic Act No. 11232 or the Revised Corporation Code was signed into law, it revolutionized Philippine business by allowing a single individual to form a One Person Corporation (OPC)—a game-changer for freelancers, professionals, and startup entrepreneurs.
Before this, forming a corporation required at least five incorporators. Now, you can enjoy limited liability, corporate structure, and legal protections—all without partners.
If you’re considering this route, here’s a complete legal guide to starting your OPC the right way.
✅ What Is a One Person Corporation?
An OPC is a type of corporation with a single stockholder, who also serves as the sole director and president. It is registered under the Securities and Exchange Commission (SEC).
Unlike a sole proprietorship, an OPC:
Has a separate legal personality from the owner
Limits the owner’s liability to their capital contribution
Can exist perpetually (unless otherwise stated)
📋 Who Can Register an OPC?
The law allows natural persons, trusts, and estates to form OPCs. However, certain individuals and entities are not allowed, including:
Banks and quasi-banks
Insurance companies
Publicly listed companies
Professionals practicing a licensed profession (e.g., lawyers, doctors, accountants) unless they engage in non-professional services
💡 Legal Tip: A licensed engineer cannot form an OPC to practice engineering, but they can form one for engineering consultancy services.
🧾 Legal Requirements to Register a One Person Corporation
Here’s a checklist of what you’ll need to prepare for SEC registration:
1. Proposed Company Name
Check availability through the SEC Company Registration System
Make sure it follows SEC naming guidelines and is distinct from existing businesses
2. Articles of Incorporation (AOI)
This is a simplified version specifically for OPCs. It includes:
Name of the corporation
Purpose
Principal office address
Term of existence
Name of the single stockholder
Capital structure
3. Written Consent of Nominee and Alternate Nominee
Because the OPC only has one stockholder, you must designate:
A Nominee: Will manage the company in case of the owner’s death or incapacity
An Alternate Nominee: In case the nominee is unavailable
Both must sign a written consent and must not be disqualified from being a director.
4. Proof of Payment of Capitalization
No minimum capital required (unless specified by industry)
Submit proof if your industry requires paid-in capital (e.g., lending, finance)
5. Valid Government-issued ID of the Incorporator
🏢 Optional but Recommended Documents
Bylaws – While not mandatory for OPCs, having internal rules and governance policies adds professionalism and structure
Company Policies – Especially important if you intend to hire employees
Business Plan – Not required by SEC, but critical for long-term planning, banking, and compliance
📍 Steps to Register Your OPC with the SEC
Step 1: Reserve Your Business Name
Use the SEC’s CRS portal to verify and reserve your company name.
Step 2: Prepare All Documents
Upload AOI, Nominee consents, and IDs into the CRS system.
Step 3: Pay Registration Fees
SEC processing fee depends on capital structure and industry classification.
Step 4: Receive Certificate of Incorporation
Once approved, you’ll receive your SEC registration certificate—this is your legal proof of incorporation.
🧾 What’s Next After SEC Registration?
Don’t stop at SEC registration. To be fully operational and compliant, you must also:
✅ Register with the Bureau of Internal Revenue (BIR)
Secure BIR Form 2303 (Certificate of Registration)
Register books of accounts and receipts
Apply for VAT or Non-VAT classification
✅ Secure LGU Permits
Barangay clearance
Mayor’s permit / business permit from city or municipality
✅ Comply with Annual Requirements
File General Information Sheet (GIS)
Submit Audited Financial Statements
Pay annual registration fees and taxes
📌 Failure to comply can lead to SEC penalties or even revocation of your OPC license.
⚖️ Legal Advantages of an OPC
✅ Separate legal entity – limits your personal liability
✅ Continuity – OPC doesn’t automatically dissolve on owner’s death
✅ Credibility – Corporations are often favored in contracts and bidding
✅ Full control – You retain 100% ownership and decision-making power
⚠️ Legal Pitfalls to Avoid
❌ Using your personal funds interchangeably with company funds
❌ Skipping BIR or LGU registration
❌ Delaying required reports to the SEC
❌ Appointing unqualified or disqualified nominees
💬 Final Legal Insight
Forming a One Person Corporation gives solopreneurs the structure of a corporation with the flexibility of a sole proprietorship—but it must be handled properly. From naming to nominee designation, every step has legal weight.
👩⚖️ Start smart, register legally, and grow with confidence.
Navigating the business landscape in the Philippines can be both rewarding and intricate. Whether you’re embarking on a new venture or scaling up, ensuring that your corporate endeavors are in line with local regulations is paramount.
At CBOS Business Solutions Inc., we pride ourselves on simplifying these processes for our clients. As a seasoned professional services company, we offer comprehensive assistance with SEC Registration, Visa processing, and a myriad of other essential business requirements. Our team of experts is dedicated to ensuring that your business is compliant, well-established, and ready to thrive in the Philippine market.
Why venture into the complexities of business registration and compliance alone? Allow our team to guide you every step of the way. After all, your success is our commitment.
Get in touch today and let us be your partner in achieving your business goals in the Philippines.
Email Address: gerald.bernardo@cbos.com.ph
Mobile No.: +639270032851
You can also click this link to schedule a meeting.
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