Setting up a One-Person Corporation

By: Eric Benjamin D. Lavadia / April 25, 2025

Starting a business independently may seem daunting, but recent reforms in Philippine corporate law have made the process of establishing a company significantly simpler, more efficient, and more accessible than ever before.

Under Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, individuals are now empowered to establish a One-Person Corporation (OPC)—a reform that simplifies the process of incorporation and management for solo entrepreneurs, consultants, and small business owners. Unlike traditional corporations, an OPC does not require a board of directors or multiple incorporators.

An OPC is a corporate entity with a single stockholder, who may be a natural person, an estate, or a trust. It has its own legal personality, enjoys limited liability, and is capable of perpetual existence. Unless otherwise required by a special law, no minimum capital is generally needed to establish an OPC.

To incorporate an OPC, the applicant should prepare and submit the following documents to the Securities and Exchange Commission’s (SEC) online platform:

• Application Form

• Cover Sheet

• Articles of Incorporation

• Certificate of Authentication

• Letter of Acceptance of the Nominee and Alternate Nominee, who will take over in the event of the single stockholder’s death or incapacity

Once all requirements are complete and the necessary registration fees are paid, the SEC will issue a Certificate of Incorporation. After incorporation, the OPC must register with the Bureau of Internal Revenue to obtain a corporate Tax Identification Number (TIN) and secure a Mayor’s Permit and other applicable local licenses from the appropriate local government unit. Similar to traditional corporations, an OPC is required to file annual financial statements and comply with other statutory reportorial obligations.

At Lavadia Law Firm, we assist clients with the incorporation, registration, and ongoing legal compliance of OPCs. Through our retainer services, we provide continued legal advisory so our clients can remain compliant and focused on growing their businesses.

Disclaimer: This advisory is for informational purposes only and does not constitute legal advice. For personalized guidance based on your business objectives and legal circumstances, please consult our Firm directly.