Understanding the SEC One Person Corporation (OPC) in the Philippines

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The Securities and Exchange Commission (SEC) introduced the One Person Corporation (OPC) concept in the Philippines through the Revised Corporation Code of 2019 (Republic Act No. 11232).

This innovation revolutionized the way small business owners and professionals can register corporations by allowing a single individual to form and manage a company with limited liability. The OPC model provides flexibility and legal protection that traditional sole proprietorships do not offer.

What is a One Person Corporation?

A One Person Corporation is a corporate structure that allows a single person whether a natural person, trust, or estate to form a corporation without needing multiple incorporators or directors. Under this structure, the single stockholder acts as the sole incorporator, director, and president of the company.

Unlike a sole proprietorship, an OPC is a distinct legal entity separate from its owner. This means the owner’s personal assets are protected from business liabilities, limiting financial exposure to the extent of the corporation’s capital.

Key Features and Advantages of an OPC

The One Person Corporation offers several advantages that make it an attractive option for entrepreneurs, freelancers, and professionals seeking to formalize their business operations.

• Single Incorporator – Only one stockholder is required to form the corporation.

• Limited Liability – The OPC is a separate legal entity, protecting personal assets.

• Perpetual Existence – The corporation may continue to exist even after the death of the owner, provided a nominee and alternate nominee are designated.

• Simplified Management – No need for a board of directors or multiple officers; the single stockholder may assume all key positions.

• Ease of Conversion – Sole proprietorships can be converted into OPCs through the SEC’s conversion procedures.

• Improved Credibility – Registering as an OPC enhances the business’s legitimacy and may facilitate access to financing or government contracts.

Basic Requirements for SEC Registration

To register an OPC with the Securities and Exchange Commission, the applicant must submit the following requirements:

• Name Verification Slip (to be obtained through the SEC online system)

• Articles of Incorporation for One Person Corporation

• Written consent of the nominee and alternate nominee

• Copy of government-issued ID of the single stockholder

• Proof of paid-up capital (bank certificate, deposit slip, or auditor’s certification)

• Cover Sheet and payment of SEC filing fees

• The SEC also requires that the OPC’s name include the suffix “OPC” (e.g., ABC Trading OPC) to distinguish it from other corporate structures.

Responsibilities of the Single Stockholder

While the OPC provides legal protection, the single stockholder must still comply with corporate obligations to maintain good standing with the SEC and the Bureau of Internal Revenue (BIR).

These include:

• Submission of annual audited financial statements (AFS) and General Information Sheet (GIS)

• Keeping proper books of accounts and records

• Payment of applicable corporate taxes• Updating the SEC on any changes to the nominee, address, or capital structure

Limitations of the One Person Corporation

While the OPC offers flexibility, it also has some limitations:

• It cannot be organized as a bank, quasi-bank, insurance company, or publicly listed firm.

• The single stockholder must appoint a nominee and alternate nominee to manage the corporation in case of death or incapacity.

• The OPC must comply with both SEC and BIR regulations to maintain its legal status.

Why Register as an OPC?

The OPC structure is ideal for professionals, consultants, freelancers, and small business owners who want the legal protection of a corporation without the complexity of having multiple shareholders. It encourages entrepreneurship by reducing barriers to formal registration while ensuring transparency and accountability.

By registering as an OPC, business owners can protect their personal assets, enhance their credibility, and gain access to opportunities that require corporate registration such as government bidding, corporate partnerships, and financing programs.

How DV Consulting Inc. Can Help

DV Consulting Inc. assists individuals and organizations in registering One Person Corporations with the SEC. Our expert team ensures all documentary requirements are complete, compliant, and accurately filed

from name verification and drafting of Articles of Incorporation to BIR registration and post-incorporation compliance.

Through our expertise, we simplify the process, allowing business owners to focus on growing their enterprise while we handle the legal and regulatory requirements.

The One Person Corporation represents a milestone in Philippine business law, empowering individuals to operate as legitimate corporations without the need for multiple investors. It strikes a balance between flexibility and accountability, paving the way for more inclusive entrepreneurship in the country.

With proper guidance and support from regulatory professionals such as DV Consulting Inc., forming an OPC becomes an easy and efficient process helping entrepreneurs build stronger, legally compliant, and sustainable businesses.

Article created by:

Danhilson Vivo, CPA, REB, REA

President & CEO

DV Consulting