How to Register a One Person Corporation in the
Philippines
A major provision of Republic Act 11232 or the
Revised Corporation Code, a One Person
Corporation (OPC) is a new type of corporation with a
single stockholder. It offers the full control and
authority of a sole proprietorship and the limited
liability of a corporation, an ideal setup for aspiring
entrepreneurs seeking to run a corporation on their
own without the associated risks of incurring personal
liabilities and having business partners.  Filipino single stockholder
An OPC’s single stockholder (also known as
incorporator) shall be the sole director and president.
S/he is required to designate a nominee and an
alternate nominee who shall be indicated in the
Articles of Incorporation to replace the single
stockholder if they die or become incapacitated to
operate the OPC. 
Who May Form a One Person Corporation?
 Natural Person of Legal Age (local or
foreign*)
 Trust**
 Estate
*A foreign natural person may set up an OPC,
subject to limitations in areas of investment partially
or wholly restricted from foreign participation.
**The trust does not refer to a trust entity, but to the
subject being managed by a trustee.  Registration Process
Who Are Not Allowed to Form an OPC?
 Natural Person Licensed to Exercise a
Profession***
 Banks, Non-Bank Financial Institutions, and
Quasi-Banks
 Pre-Need, Trust, and Insurance Companies
 Public and Publicly-Listed Companies
 Non-Chartered Government-Owned and/or
Controlled Corporations (GOCCs)
***If the purpose of setting up the OPC is to exercise
their profession.  payment of filing fees
Documentary Requirements
 Cover Sheet
 Articles of Incorporation (Natural Person,
Trust or Estate)
 Written Consent from the Nominee and
Alternate Nominee
Page 1 of 3
 Other Requirements (if applicable)
o Proof of Authority to Act on Behalf of
the Trust or Estate (for trusts and estates
incorporating as OPC)
o Foreign Investments Act (FIA)
Application Form (for foreign natural
persons)
o Affidavit of Undertaking to Change
Company Name (in case not incorporated in
the Articles of Incorporation)
o Tax Identification Number (TIN) for
o Tax Identification Number (TIN) or
Passport Number for Foreign single
stockholder
Filing Fees
 Name Reservation – Php100.00 per
company name and/or trade name 
 Articles of Incorporation – ⅕ of 1% of the
authorized capital stock but not less than
Php2,000.00
 Legal Research Fee (LRF) – 1% of the
Registration/Filing Fee but not less than Php20.00
 FIA Application Fee – Php3,000.00 if the
single stockholder is a foreigner
 Documentary Stamp – Php30.00
Pursuant to the guidelines of the Securities and
Exchange Commission (SEC), all applications should
be filed manually with SEC’s Company Registration
and Monitoring Department (CRMD). 
Step 1: Submit the proposed company name
NOTE: Applicants with rejected names should submit
a Letter of Appeal.
Step 2: Submit documentary requirements for pre-
processing 
Step 3: Pay the filing fees
Step 4: Submit hard copies of signed and notarized
documentary requirements together with the proof of
Step 5: Claim Certificate of Registration from SEC 
NOTE: Within 15 days from the issuance of the
Certificate of Registration, the single stockholder
must appoint a treasurer, corporate secretary, and
other officers. S/he should thereafter notify the SEC
within 5 days of the appointment. 

How to Register a One Person Corporation in the
Philippines
A major provision of Republic Act 11232 or the
Revised Corporation Code, a One Person
Corporation (OPC) is a new type of corporation with a
single stockholder. It offers the full control and
authority of a sole proprietorship and the limited
liability of a corporation, an ideal setup for aspiring
entrepreneurs seeking to run a corporation on their
own without the associated risks of incurring personal
liabilities and having business partners.  Incorporation)
An OPC’s single stockholder (also known as
incorporator) shall be the sole director and president.
S/he is required to designate a nominee and an
alternate nominee who shall be indicated in the
Articles of Incorporation to replace the single
stockholder if they die or become incapacitated to
operate the OPC. 
Who May Form a One Person Corporation?
 Natural Person of Legal Age (local or
foreign*)
 Trust**
 Estate
*A foreign natural person may set up an OPC,
subject to limitations in areas of investment partially
or wholly restricted from foreign participation.
**The trust does not refer to a trust entity, but to the
subject being managed by a trustee.   Documentary Stamp – Php30.00
Who Are Not Allowed to Form an OPC?
 Natural Person Licensed to Exercise a
Profession***
 Banks, Non-Bank Financial Institutions, and
Quasi-Banks
 Pre-Need, Trust, and Insurance Companies
 Public and Publicly-Listed Companies
 Non-Chartered Government-Owned and/or
Controlled Corporations (GOCCs)
***If the purpose of setting up the OPC is to exercise
their profession.  Step 4: Submit hard copies of signed and notarized
Documentary Requirements
 Cover Sheet
 Articles of Incorporation (Natural Person,
Trust or Estate)
Page 2 of 3
 Written Consent from the Nominee and
Alternate Nominee
 Other Requirements (if applicable)
o Proof of Authority to Act on Behalf of
the Trust or Estate (for trusts and
estates incorporating as OPC)
o Foreign Investments Act (FIA)
Application Form (for foreign natural
persons)
o Affidavit of Undertaking to Change
Company Name (in case not
incorporated in the Articles of
o Tax Identification Number (TIN) for
Filipino single stockholder
o Tax Identification Number (TIN) or
Passport Number for Foreign single
stockholder
Filing Fees
 Name Reservation – Php100.00 per
company name and/or trade name 
 Articles of Incorporation – ⅕ of 1% of the
authorized capital stock but not less than
Php2,000.00
 Legal Research Fee (LRF) – 1% of the
Registration/Filing Fee but not less than
Php20.00
 FIA Application Fee – Php3,000.00 if the
single stockholder is a foreigner
Registration Process
Pursuant to the guidelines of the Securities and
Exchange Commission (SEC), all applications should
be filed manually with SEC’s Company Registration
and Monitoring Department (CRMD). 
Step 1: Submit the proposed company name
NOTE: Applicants with rejected names should submit
a Letter of Appeal.
Step 2: Submit documentary requirements for pre-
processing 
Step 3: Pay the filing fees
documentary requirements together with the proof of
payment of filing fees
Step 5: Claim Certificate of Registration from SEC 
NOTE: Within 15 days from the issuance of the
Certificate of Registration, the single stockholder
must appoint a treasurer, corporate secretary, and
other officers. S/he should thereafter notify the SEC
within 5 days of the appointment. 

Page 3 of 3