The core SEC cost of registering a One Person Corporation (OPC) is the statutory filing fee — 1/5 of 1% of the authorized capital stock or the subscribed/paid-up amount, whichever is higher, subject to a modest statutory minimum — plus a small legal research fee computed as 1% of that filing fee, and a name reservation fee if you reserve the corporate name in advance. Because an OPC has no bylaws to file and, under the Revised Corporation Code, generally no mandatory minimum capital requirement outside specially regulated industries, its SEC-stage cost is typically lower than that of an ordinary multi-stockholder corporation; total startup cost still grows once BIR registration, documentary stamp tax on shares, notarization, and the local business permit are added.
A One Person Corporation, introduced under the Revised Corporation Code (RA 11232), lets a single individual, trust, or estate incorporate without needing co-incorporators. Because it skips several requirements ordinary corporations must satisfy — most notably, an OPC is not required to file corporate bylaws — its registration cost profile is somewhat simpler, but it is not free, and the total cost of getting one up and running involves more than just the SEC's own charges.
The Core SEC Filing Fee
Under SEC's fee schedule for Articles of Incorporation, a stock corporation with par value pays a filing fee of 1/5 of 1% of the authorized capital stock or the subscription price of the subscribed capital stock, whichever is higher, subject to a statutory minimum. For a corporation without par value, the same 1/5 of 1% rate applies, computed on the authorized capital stock at a fixed per-share valuation or on the subscription price, whichever is higher. Because SEC fee circulars are periodically revised, it is worth confirming the exact minimum peso floor in effect at the time you file — but the underlying percentage formula, 1/5 of 1% of capital, has been the consistent basis for years.
To illustrate how this works in practice: an OPC formed with, say, ₱1,000,000 in authorized capital stock would compute its base filing fee at roughly ₱2,000 (1/5 of 1% of ₱1,000,000). A very small OPC with authorized capital in the tens of thousands of pesos would instead pay whatever the statutory minimum floor is at the time of filing, since the percentage computation would fall below it.
The Legal Research Fee
On top of the filing fee, SEC collects a legal research fee equivalent to 1% of the filing fee, with its own statutory minimum. This is a small, largely mechanical add-on — on a ₱2,000 filing fee, for example, the legal research fee works out to roughly ₱20, or the minimum if that computation falls below it.
Name Reservation
If you want to lock in your proposed corporate name before submitting the full application, SEC charges a name verification/reservation fee, generally valid for a set period (commonly 30 days) per reserved name. Many applicants now reserve and register through SEC's online company registration system in a single continuous transaction, which can reduce or fold this into the overall filing process, but it remains a distinct line item in SEC's published fee schedule.
What an OPC Does Not Have to Pay For
Two features of the OPC structure keep its SEC-stage cost down compared to an ordinary stock corporation. First, an OPC is not required to submit and pay the separate bylaws filing fee that ordinary corporations must pay, since the Revised Corporation Code does not require an OPC to adopt bylaws. Second, the Revised Corporation Code generally removed the old fixed minimum paid-up capital requirement for corporations, meaning most OPCs are free to set a modest authorized capital stock — which, since the SEC filing fee is a percentage of that capital, also keeps the filing fee itself modest. This does not apply across the board, however: specific regulated industries (for example, financing companies, lending companies, or other businesses where a special law fixes a minimum capital requirement) still have to meet those separate capital floors regardless of the corporate structure chosen.
Step-by-Step Cost Walkthrough
- Reserve or verify your corporate name through SEC's online registration system, paying the applicable name reservation fee if you reserve ahead of submitting the full application.
- Prepare the Articles of Incorporation for the OPC, including the required designation of a nominee and alternate nominee (who would take over management of the OPC if the single stockholder dies or becomes incapacitated) — this adds a notarization step but not a separate SEC fee.
- Pay the SEC filing fee, computed as 1/5 of 1% of the authorized capital stock or subscribed/paid-up amount, whichever is higher, subject to the statutory minimum in effect.
- Pay the legal research fee, computed as 1% of the filing fee, subject to its own minimum.
- Receive the Certificate of Incorporation once SEC approves the application, which also typically comes bundled with the OPC's Tax Identification Number registration with the BIR in current online processing.
Costs That Follow After SEC Registration
SEC registration is only the first layer of cost. Once the OPC is incorporated, the original issuance of its shares of stock is subject to documentary stamp tax under the Tax Code, currently ₱2.00 for every ₱200 (or fractional part) of the par value of the shares issued, or based on actual consideration for shares without par value — this is a BIR-collected tax, separate from anything paid to SEC. Beyond that, the OPC still needs to register with the BIR for its books of account and official receipts/invoices, secure a barangay clearance and a local Mayor's/business permit from the city or municipality where it will operate (with fees set by that LGU), and, once it has employees, register as an employer with SSS, PhilHealth, and Pag-IBIG. Professional fees for a lawyer or accountant to prepare the documents, and notarization fees for the Articles of Incorporation and the nominee's written consent, are additional and vary by provider.
The MSME Discount
SEC has, at various points, offered a discount on corporate registration costs for enterprises that qualify as micro, small, or medium enterprises (MSMEs), issued through periodic SEC memorandum circulars that set the discount rate and the period it covers. Because these discount programs are time-bound and subject to renewal or expiration, an OPC that expects to qualify as an MSME should check SEC's currently posted circulars at the time of filing to see whether a discount is in effect and what documentation is needed to claim it.
How OPC Costs Compare to the Alternatives
For a sole owner deciding between structures, it helps to see where an OPC's cost sits relative to the alternatives. Registering as a sole proprietorship through the Department of Trade and Industry is generally the cheapest and simplest route at the registration stage, since a business name registration does not involve SEC fees at all — but a sole proprietorship also does not give the owner the liability protection or separate legal personality that a corporation provides. An ordinary stock corporation with two or more incorporators pays SEC fees computed the same way an OPC's are, plus the separate bylaws filing fee an OPC is exempt from, so its SEC-stage cost typically runs somewhat higher for a similarly sized authorized capital stock. Choosing between a sole proprietorship, an OPC, and an ordinary corporation is ultimately less about the registration cost difference, which is usually modest, and more about liability exposure, how the business plans to raise capital or bring in partners later, and the tax treatment each structure carries — all of which are worth discussing with counsel or an accountant before filing anything.
Costs That Are Easy to Overlook
A few line items catch first-time applicants off guard because they do not appear on SEC's own published fee schedule but still have to be paid before the OPC can actually operate. If a bank, LGU, or counterparty later asks for authenticated or certified true copies of the Articles of Incorporation, an additional SEC certification fee applies on top of the original filing fee already paid. Banks generally require a minimum initial deposit to open a corporate account in the OPC's name, which is a cost imposed by the bank rather than by SEC but is unavoidable in practice, since the OPC needs an account to receive its paid-up capital and begin operating. Renewing government permits every year, the Mayor's or business permit chief among them, is a recurring cost rather than a one-time registration expense, and LGUs periodically adjust their own fee schedules, so what an OPC pays in its first year of operation is not necessarily what it will keep paying going forward. Courier, printing, and incidental document-processing costs, while individually small, also add up over the course of a full registration and should be budgeted for rather than treated as an afterthought.
Putting a Range on It
Because the SEC filing fee scales with authorized capital stock, there is no single flat number that applies to every OPC. A very small OPC with modest authorized capital will typically see SEC's own filing and legal research fees land in the low thousands of pesos; an OPC formed with a larger authorized capital stock will pay proportionately more, since the fee is a direct percentage of that figure. On top of whatever SEC charges, expect several thousand pesos more in downstream costs — documentary stamp tax, notarization, BIR registration, and the LGU business permit — before the corporation is fully operational, and the LGU permit component in particular can vary significantly depending on the city or municipality and the nature of the business.
Frequently Asked Questions
Does an OPC need a minimum amount of capital to register? Generally no — the Revised Corporation Code removed the old fixed minimum paid-up capital requirement for most corporations, including OPCs, except where a separate special law fixes a minimum capital requirement for a specific regulated industry.
Is the SEC filing fee for an OPC different from a regular corporation's? The percentage formula (1/5 of 1% of authorized capital stock or the subscribed/paid-up amount, whichever is higher) is the same, but an OPC skips the separate bylaws filing fee since it is not required to submit bylaws, which is one reason its total SEC-stage cost tends to run lower.
Who can set up a One Person Corporation? Under the Revised Corporation Code, a natural person, a trust, or an estate may form an OPC, and every OPC must designate a nominee and alternate nominee who would take over management if the single stockholder dies or becomes incapacitated.
Are there ongoing government costs after the OPC is registered? Yes — beyond the one-time registration costs, an OPC has recurring obligations such as annual SEC reportorial fees, BIR tax filings, and the yearly renewal of its local business permit, all of which carry their own separate charges.
This commentary is for general informational purposes only and does not constitute legal advice. For guidance specific to your situation, please consult a licensed attorney.
If you have questions about your rights or options under Philippine law, our firm is available to assist. You may reach us via Viber or WhatsApp, call us at 0995 433 5550, or send an email to vivasnobles@gmail.com. We look forward to hearing from you.