One Person Corporation Guide Philippines

An One Person Corporation is a stock corporation with a single stockholder. It can provide corporate separation and continuity without requiring multiple shareholders, but it has specific nominee, officer, record and disclosure requirements.

Who may form an OPC?

Under the Revised Corporation Code, a natural person, trust or estate may form an OPC, subject to statutory exclusions and rules for licensed professionals and regulated entities. The exact applicant and activity must be checked before filing.

When an OPC may fit

One owner wants a separate corporate entity.
The business needs continuity beyond the owner’s incapacity or death.
Corporate contracts, bank accounts and investment are preferable to sole proprietorship.
The owner accepts formal recordkeeping and SEC compliance.

Required structure

Single stockholder
Nominee and alternate nominee
Treasurer and corporate secretary arrangements permitted by law
Articles containing OPC-specific information
Written records replacing actions that would otherwise occur in meetings

Procedure

Confirm the proposed single stockholder is eligible.
Screen the activity for ownership, licensing and capital rules.
Select and obtain consent from the nominee and alternate nominee.
Prepare OPC Articles and officer information.
Apply through the current SEC registration system.
Preserve written resolutions, contracts and statutory records after incorporation.

Liability warning

Corporate personality does not protect fraud, unlawful commingling or misuse of the corporation. The single stockholder should keep company assets, contracts, accounts and records distinct from personal affairs.

Sources and review

Verified 22 September 2026.