How to Register a One Person Corporation in the Philippines

You register a One Person Corporation (OPC) by reserving a corporate name that ends in “OPC,” notarizing Articles of Incorporation that name your nominee and alternate nominee, and filing those documents with the Securities and Exchange Commission along with the required fees. Under Section 117 of the Revised Corporation Code, an OPC has no minimum authorized capital stock requirement unless a special law governing your specific business says otherwise, and once the SEC issues your Certificate of Incorporation, you move on to appointing officers, then BIR and local government registration.

Who Can, and Cannot, Register an OPC

Section 116 of the Revised Corporation Code limits who may form a One Person Corporation to a natural person, a trust, or an estate. A handful of business types are barred outright from incorporating as an OPC: banks and quasi-banks, preneed companies, trust companies, insurance companies, public and publicly listed companies, and non-chartered government-owned or -controlled corporations. Separately, a natural person who is licensed to practice a profession — a lawyer, doctor, accountant, and similar professions — generally cannot organize an OPC for the purpose of practicing that profession, except where a special law specifically allows it.

What You Need Before You File

• A reserved corporate name that is not identical or confusingly similar to an existing registered name, ending in the letters “OPC” below or after the corporate name, as required by Section 120.
• The single stockholder’s details. If the stockholder is a trust or an estate rather than an individual, you will also need the name, nationality, and residence of the trustee, administrator, executor, guardian, conservator, or custodian acting on its behalf, plus proof of that person’s authority to act for the trust or estate.
• A nominee and an alternate nominee. Section 118 requires the Articles of Incorporation to state their names, nationality, residence, and the extent, coverage, and limitations of the authority they would exercise if they ever had to step in.
• A decision on authorized capital stock. Because Section 117 removes the minimum capital requirement for OPCs, you can generally set this figure based on what your business actually needs, subject to any capital requirement a special law imposes on your particular industry.

Step by Step: Registering Your OPC with the SEC

• Step 1: Reserve and verify your company name through the SEC’s online registration system, confirming the proposed name is available and that it correctly carries the required “OPC” designation.
• Step 2: Draft and notarize your Articles of Incorporation, making sure it substantially contains everything Section 118 requires, including the nominee and alternate nominee details and, if applicable, the trustee or estate representative’s information and proof of authority.
• Step 3: Prepare the Treasurer’s Affidavit and any other standard incorporation documents the SEC requires, along with a valid government-issued ID for the single stockholder.
• Step 4: Submit your application online, uploading the notarized Articles of Incorporation and supporting documents, and pay the applicable SEC filing fees, which are assessed based on your authorized capital stock and other standard charges.
• Step 5: Receive your Certificate of Incorporation once the SEC has reviewed and approved the filing. Your OPC’s corporate existence begins on the date the SEC issues this certificate.
• Step 6: Register with the BIR for your Tax Identification Number, official receipts and invoices, and books of account, and secure your local government business permit, both of which follow SEC incorporation as separate, subsequent registrations.

What the Law Does Not Require: No Bylaws

Unlike an ordinary stock corporation, Section 119 specifically exempts a One Person Corporation from having to submit or file corporate bylaws at all. That is one genuine simplification the law built into the OPC structure, though it does not remove the need for the other governance formalities discussed below.

What Happens Right After Incorporation

Section 121 makes the single stockholder automatically the sole director and president of the OPC — there is no separate election for this. But two more appointments still need to happen:

• Treasurer, corporate secretary, and other officers must be appointed within fifteen days of the Certificate of Incorporation being issued, and the SEC must be notified of those appointments within five days of the appointment itself, under Section 122.
• The single stockholder cannot serve as corporate secretary. This is an explicit prohibition in Section 122, distinct from the treasurer role, which the single stockholder is allowed to hold.
• If the single stockholder self-appoints as treasurer, the law requires posting a bond with the SEC, in an amount the Commission sets, together with a written undertaking to faithfully administer the OPC’s funds. That bond must be renewed every two years, or as often as the SEC requires.

The Corporate Secretary's Special Duties

Because an OPC has no board to keep records for in the usual sense, Section 123 gives its corporate secretary a distinct set of responsibilities: maintaining the minutes book and corporate records, notifying the nominee or alternate nominee within five days if the single stockholder dies or becomes incapacitated, notifying the SEC of the stockholder’s death within five days along with the names, addresses, and contact details of the known legal heirs, and calling the nominee, alternate nominee, and known heirs together to address the election of a new director and any needed amendment of the Articles of Incorporation.

Ongoing Compliance After You Register

Registering the OPC is the start of a continuing set of obligations, not the end of them:

• Minutes book. Section 127 requires the OPC to maintain a minutes book recording all of its actions, decisions, and resolutions.
• Written resolutions instead of meetings. Since a single stockholder cannot hold a meeting with anyone else, Section 128 allows action to be taken through a written resolution, signed and dated by the single stockholder and recorded in the minutes book, with the recording date treated as controlling for all purposes under the Code.
• Annual reportorial requirements. Under Section 129, the OPC must submit audited annual financial statements. Under SEC Memorandum Circular No. 4, Series of 2026, corporations — including OPCs — whose total assets or total liabilities are at or below ₱3,000,000 are exempt from that audit requirement and may instead submit financial statements certified under oath by the treasurer and president, accompanied by a Statement of Management's Responsibility, rather than an independently audited report. The OPC must also disclose any self-dealing or related-party transactions between itself and the single stockholder.
• Consequences of falling behind. The SEC may take action against an OPC that fails to submit its reportorial requirements three times, whether consecutively or intermittently, within a five-year period.

How Fees Are Generally Assessed

SEC filing fees for incorporation are calculated primarily off your authorized capital stock, along with fixed charges for legal research and related processing. Because Section 117 does not require an OPC to set any particular minimum, a solo entrepreneur who does not yet need a large capital base can generally start with a modest authorized capital stock, which in turn keeps the filing fee lower at the outset — you can always amend the Articles of Incorporation later to raise capital as the business grows. The exact schedule the SEC applies can change from time to time, so confirm the current computation for your specific capital figure through the SEC’s online registration system before you file, rather than relying on an old quote.

The Trade-Off for Going Solo: Personal Liability

Section 130 places a specific burden on the single stockholder that an ordinary multi-shareholder corporation does not carry in quite the same way: a sole stockholder claiming limited liability has the burden of affirmatively showing that the OPC was adequately financed. If the stockholder cannot show that the OPC’s property was genuinely kept separate from personal property, the law makes the stockholder jointly and severally liable for the corporation’s debts. The Code is explicit that the ordinary doctrine of piercing the corporate veil applies to OPCs with the same force it applies to any other corporation — which, in practice, means keeping separate bank accounts, separate books, and clean, documented transactions between yourself and the company matters more for an OPC than it does when there are other stockholders around to serve as a check.

Frequently Asked Questions

Does a One Person Corporation need minimum capital to register? No. Section 117 of the Revised Corporation Code specifically exempts a One Person Corporation from any minimum authorized capital stock requirement, unless a special law governing your particular business imposes one.

Who can serve as the nominee for my OPC? Your Articles of Incorporation must name a nominee and an alternate nominee, whose names, residence addresses, contact details, and scope of authority must be disclosed; they step in as director only if you die or become incapacitated, and only until your heirs settle who takes over as the new single stockholder.

Can I be my own corporate secretary to save on hiring costs? No. Section 122 of the Revised Corporation Code specifically prohibits the single stockholder from also serving as corporate secretary, though you may serve as your own treasurer if you post the bond the SEC requires.

Does registering as an OPC protect my personal assets from business debts? Generally yes, but Section 130 places the burden on you to show that the corporation's finances and property were genuinely kept separate from your own; if you cannot show that separation, you can be held personally liable for the OPC's debts.

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.