One-Person Corporation (OPC) Philippines: Complete Guide for 2026
What is a One-Person Corporation (OPC)?
A One-Person Corporation (OPC) is a special type of corporation recognized under Section 116 of the Revised Corporation Code of the Philippines (Republic Act No. 11232), which took effect in 2019. It allows a single natural person, trust, or estate to form a corporation and enjoy limited liability protection — previously only available to corporations with at least 2 stockholders.
Key Advantages of an OPC
The primary advantage of an OPC is limited liability: your personal assets are shielded from the debts and obligations of the corporation. Additionally: no need for a Board of Directors (the single stockholder acts as director, president, treasurer, and secretary); perpetual existence (unlike sole proprietorship which dissolves upon the owner's death); ability to enter contracts, sue, and own property in its own name; easier access to business financing; and a more professional corporate identity.
OPC vs. Sole Proprietorship
Key differences: (1) Liability — sole proprietors have unlimited personal liability; OPC stockholder's liability is limited to their capital contribution; (2) Legal personality — sole proprietorship has no separate legal personality, OPC does; (3) Registration — sole proprietorship registers with DTI, OPC registers with SEC; (4) Taxation — both are subject to corporate income tax (20% for small corporations under CREATE Law), but OPC may have different tax treatment for certain items; (5) Formalities — OPC requires annual SEC reporting (GIS, AFS), sole proprietorship has simpler requirements.
Who Can Form an OPC?
Any natural person, trust, or estate may form an OPC, except: banks and quasi-banks; pre-need companies; trust companies; insurance companies; public utilities; educational institutions; corporations vested with public interest. Foreign nationals may form an OPC subject to foreign equity restrictions applicable to their industry.
How to Register an OPC with the SEC
Step 1: Reserve your company name through the SEC Name Verification System. Step 2: Prepare Articles of Incorporation (OPC-specific template). Step 3: Prepare a Treasurer's Affidavit and Nominee/Alternate Nominee designation. Step 4: Pay the filing fee (minimum ₱1,000 based on authorized capital). Step 5: Submit via SEC eSPARC system. Step 6: Receive Certificate of Incorporation. Step 7: Register with BIR, obtain mayor's permit, and barangay clearance.
Annual OPC Compliance Requirements
OPCs must annually file: (1) General Information Sheet (GIS) — within 30 days of the anniversary of incorporation; (2) Audited Financial Statements (AFS) — with the SEC within 120 days of fiscal year end; (3) Annual Income Tax Return — with the BIR.
How QSP Can Help
Our corporate lawyers handle OPC registration from name reservation to certificate of incorporation, plus ongoing annual compliance (GIS, AFS preparation, BIR returns). At QSP Law Office in BGC, our CPA-Lawyers ensure your OPC is both legally compliant and tax-efficient from day one.