Philippines · Local team in Manila
One Person Corporation in the Philippines
An OPC lets one person own a Philippine company outright, with the limited liability of a corporation and none of the multi-shareholder setup. A foreigner can hold 100 percent of one, and this page covers what that takes, starting with the capital rule that trips most people up.
Definition
What a One Person Corporation is
A One Person Corporation, or OPC, is a corporation with a single stockholder. It was introduced by the Revised Corporation Code in 2019 to give solo owners what a corporation offers, limited liability and perpetual existence, without the four other shareholders the old law demanded.
That single owner is both the sole director and the president. The company is a separate legal entity registered with the Securities and Exchange Commission, so the owner’s personal assets sit behind a corporate shield that a sole proprietorship never provides. For a foreign founder who wants full control and no local partner on the cap table, it is often the cleanest way in.
Foreign ownership
Foreign ownership of an OPC
A foreigner can own 100 percent of an OPC. Because there is only one stockholder, the structure suits a foreign founder who wants full control without taking on a local co-owner.
The one condition is the same that applies to any Philippine company. The activity has to be open to foreign ownership under the Foreign Investment Negative List, and most of the economy is. Where a sector is partly reserved for Filipinos, an OPC cannot get around the cap, and you would need a different structure with Filipino co-owners. The activity decides both whether you can use an OPC at all and how much capital you have to put in, so it is the first thing to settle.
Not sure whether your activity is open to full foreign ownership? It is the first thing we check on a structure. Talk to our team before you commit to anything.
Capital
Minimum capital for a foreign-owned OPC
This is where most foreigners are caught out. Guides say, correctly, that an OPC has no minimum capital. Under Section 117 of the Revised Corporation Code an OPC needs no minimum authorized capital stock, and nothing has to be paid up at incorporation. For a Filipino owner, that is the whole story.
It is not the whole story for a foreigner. That rule belongs to the Corporation Code, and it does not override the Foreign Investments Act. If the single stockholder is a foreigner and the OPC will sell to the local market, the same USD 200,000 minimum paid-up capital that applies to any foreign-owned domestic corporation applies here too. The OPC label changes the governance, not the capital.
An OPC does not waive the USD 200,000. A foreigner’s OPC serving the Philippine market still needs USD 200,000 in paid-up capital. The Corporation Code’s “no minimum capital” rule is about share capital, not about the Foreign Investments Act threshold for foreign-owned companies.
The same exceptions apply as for any foreign-owned company, so the figure is not always USD 200,000. It drops to USD 100,000 if the OPC uses advanced technology certified by the Department of Science and Technology, is an endorsed startup under the Innovative Startup Act, or employs at least 15 Filipino staff, a threshold lowered from 50 in 2022. And it does not apply at all to an export enterprise that sends at least 60 percent of its output abroad, which can be a foreign-owned OPC with minimal capital. A foreign-owned OPC exporting services can often start small; one selling locally should plan for the USD 200,000.
The capital you actually need depends on what the business does and whether you sell locally or export. Tell our Manila team your planned activities and we will confirm the real figure before you commit, not the assumption.
Compared
OPC, corporation, or sole proprietorship
Where the OPC sits against the structures it is most often weighed against.
| One Person Corporation | Domestic corporation | Sole proprietorship | |
|---|---|---|---|
| Owners | 1 | 1 to 15 | 1 |
| Separate legal entity | Yes | Yes | No |
| Liability | Limited | Limited | Unlimited |
| Foreign ownership | Up to 100% | Up to 100% | Filipino in practice |
| Foreign capital, local market | USD 200,000 | USD 200,000 | Not applicable |
| Bylaws | Not required | Required | Not applicable |
| Registered with | SEC | SEC | DTI |
An OPC can later convert into an ordinary corporation if you take on more shareholders, and an ordinary corporation can convert into an OPC if it comes down to one. Neither means starting over.
Eligibility
Who can set up an OPC
An OPC can be formed by a natural person of legal age, whether Filipino or foreign, or by a trust or an estate. A company cannot be the single stockholder of an OPC, and one person can hold only one OPC at a time.
Some activities are closed to the structure regardless of who owns it. An OPC cannot be used to practice a licensed profession, and it cannot be a bank, quasi-bank, non-bank financial institution, pre-need, trust, or insurance company, a public or listed company, or a non-chartered government corporation. For those, the law requires the fuller governance of an ordinary corporation.
Officers
Officers an OPC must appoint
The single stockholder is automatically the sole director and president. Within fifteen days of getting the Certificate of Incorporation, the OPC appoints its other officers and tells the SEC within five days of doing so. No bylaws are required.
The corporate secretary must be a Filipino citizen and a resident of the Philippines, and cannot be the owner. This is the one role a foreign owner always has to fill with someone else. The treasurer can be the owner, provided they reside in the Philippines and post a surety bond, which is scaled to the company’s authorized capital stock, starts at a PHP 1 million bond for authorized capital up to PHP 1 million, and is renewed every two years.
The owner also names a nominee and an alternate nominee in the Articles of Incorporation, with their written consent. They are the succession plan. If the single stockholder dies or becomes incapacitated, the nominee runs the company until the heirs or the estate take over, which is what lets a one-owner company keep its perpetual life.
A foreign-owned OPC always needs a Filipino resident as its corporate secretary. Our Manila team can take that role, so it is one less person you have to find and vet.
Requirements
Documents required to register an OPC
The SEC works from a short set of documents. A foreign single stockholder files a few extra items on top of the standard list.
Every OPC files
- Articles of Incorporation on the SEC’s OPC form, naming the single stockholder, the nominee, the alternate nominee, and the capital
- An approved company name reservation, with “OPC” in the name
- Written consent from the nominee and the alternate nominee
- A treasurer’s surety bond, where the single stockholder is also the treasurer
- The owner’s Tax Identification Number (TIN)
Foreign owners also provide
- A passport, plus a TIN if you already hold one
- The Foreign Investments Act (FIA) application form, with a PHP 3,000 filing fee
- A DOST, DICT, or DOLE certificate, if you are claiming the lower USD 100,000 capital
- Any document signed abroad, notarized and apostilled, or consularized, before filing
A trust or estate forming an OPC also files proof of authority to act on its behalf.
We prepare and file all of this for you, including the foreign-investor paperwork. Send us your details and we will tell you exactly what to sign.
Process
How to register an OPC in the Philippines
From name reservation to a company that can invoice and hire.
| Stage | What it involves | Typical timing |
|---|---|---|
| Name reservation | Reserve a company name that includes “OPC” with the SEC | A few days |
| File with the SEC | Submit the Articles of Incorporation and supporting documents to the Company Registration and Monitoring Department, and pay the fees | 1–3 weeks |
| Certificate of Incorporation | The SEC issues the certificate and the OPC legally exists | With the above |
| Appoint officers | Name the corporate secretary and treasurer within 15 days, post the treasurer’s bond, and notify the SEC within 5 days | Within 15 days |
| BIR registration | Register for tax, get the company TIN and certificate of registration, and have invoices authorised | 1–2 weeks |
| Local business permits | Barangay clearance and the mayor’s business permit | 1–2 weeks |
| Employer registration | Register with the SSS, PhilHealth, and Pag-IBIG once you hire | About 1 week |
How we help
Set up your OPC with Emerhub
One team for the structure, the filing, and everything after.
Structure and capital check
We map your activity against the Negative List and work out the capital you truly need, not the figure people assume.
SEC registration and FIA filing
We prepare and file the OPC with the SEC, including the Foreign Investments Act paperwork for foreign owners.
Your Filipino corporate secretary
Our Manila team fills the resident officer role a foreign-owned OPC must appoint, and can give you a registered office address.
Tax, permits, and compliance
BIR registration, local permits, and the SSS, PhilHealth, and Pag-IBIG sign-ups, plus the SEC and tax filings afterward.
Common questions
OPC questions
What foreign owners ask most.
Does the USD 200,000 capital apply to an OPC?
Yes, for a foreigner selling to the local market. The Revised Corporation Code says an OPC needs no minimum capital, but that is a share-capital rule and does not override the Foreign Investments Act. A foreign-owned OPC serving the Philippine market needs USD 200,000, the same as any foreign-owned corporation.
So is there no minimum capital, or is there?
Both statements are true for different owners. A Filipino-owned OPC has no minimum capital. A foreign-owned OPC has none under the Corporation Code either, but the Foreign Investments Act layers a USD 200,000 requirement on top for a foreigner serving the local market. The confusion comes from reading the first rule and missing the second.
Can a foreigner own 100% of an OPC?
Yes, wherever the activity is open under the Foreign Investment Negative List, which covers most of the economy. In a restricted sector an OPC cannot exceed the foreign cap, and you would need a structure with Filipino co-owners instead.
Can the foreign owner be the treasurer or the corporate secretary?
The owner can be the treasurer if they reside in the Philippines and post a surety bond. The corporate secretary is different: it must be a Filipino citizen and resident, and cannot be the owner. A foreign-owned OPC always needs a separate person for that role.
What is the nominee for?
The nominee and alternate nominee are the succession plan. Named in the Articles of Incorporation with their written consent, they step in to run the OPC if the single stockholder dies or becomes incapacitated, until the heirs or estate take over. They do not own the company.
How is an OPC different from a sole proprietorship?
A sole proprietorship is not a separate entity, so the owner is personally liable for its debts, and it is registered with the DTI. An OPC is a corporation: separate legal entity, limited liability, SEC-registered, perpetual. For a foreigner the difference is sharper still, since a sole proprietorship is effectively a Filipino structure.
Can an OPC be converted into a regular corporation?
Yes. If you take on more shareholders, an OPC converts into an ordinary stock corporation, and an ordinary corporation that comes down to a single stockholder can convert into an OPC. Either way the company continues rather than being dissolved and rebuilt.
How long does it take to register an OPC?
For a straightforward OPC, roughly four to eight weeks from name reservation to a working company with its tax registration and local permits in place. A foreign owner should add time for authenticating documents abroad and the FIA filing.
On the ground in the Philippines
Talk to our Philippines team
Our Manila team checks your activity against the Foreign Investment Negative List, recommends the structure that fits, and registers it with the SEC, the BIR, and your local government. Tell us what you plan to do in the Philippines and we will set it up.
Phone+63 928 516 2791
OfficeUnit 710, High Street South Corporate Plaza Tower
2 26th St, Taguig
1634 Metro Manila, Philippines
2 26th St, Taguig
1634 Metro Manila, Philippines