One Person Corporation: Is It Right for You?
TL;DR:
A One Person Corporation (OPC) allows a single individual to form a corporation in the Philippines. It combines the simplicity of a sole proprietorship with the legal protection of a corporation—ideal for freelancers, consultants, and entrepreneurs. While it offers limited liability and professional credibility, it also comes with higher compliance requirements.
If you’ve ever thought, “Can I start a corporation by myself?” — the answer is yes. Thanks to the Revised Corporation Code of the Philippines, you can now form a One Person Corporation (OPC) without needing business partners.
This guide explains what an OPC is, how to register one, its pros and cons, and whether it’s the right business structure for you.
What Is a One Person Corporation (OPC)?
A one-person corporation is a business structure that allows a single individual to form a corporation with limited liability. Unlike a sole proprietorship—where the owner and business are legally the same—an OPC separates your personal assets from your business liabilities.
This means that if your company faces debt or legal issues, your personal savings and properties remain protected.
Key Features:
- Single shareholder – one incorporator and one director
- Limited liability – personal assets are protected
- Perpetual existence – the business can continue even after your death
- Separate legal entity – the OPC can enter into contracts, sue, or be sued
Why Consider a One-Person Corporation in the Philippines?
The One Person Corporation Philippines setup is ideal for freelancers, professionals, and small business owners who want to formalize their business and enjoy corporate benefits without needing partners.
Benefits of a One Person Corporation:
- Limited Liability Protection
Your personal assets are shielded from business debts or obligations. - Full Control
You make all executive decisions—no need to consult other incorporators. - Professional Credibility
Having “Inc.” or “Corporation” in your business name enhances your brand image and trustworthiness. - Perpetual Succession
You can appoint a nominee to take over in case of death or incapacity, ensuring business continuity. - Easier Access to Financing
Corporations generally have better access to loans and investment opportunities.
Potential Disadvantages of a One-Person Corporation
Before you register, it’s important to weigh the drawbacks:
- Higher setup and maintenance costs than a sole proprietorship
- More compliance requirements, including annual reports and audited financial statements
- Possible double taxation, as corporate income and dividends may both be taxed
If you want minimal paperwork and low startup costs, a sole proprietorship might be easier. But if you plan to grow or attract investors, an OPC offers more flexibility and protection.
How to Register a One-Person Corporation in the Philippines
Wondering how to register your intellectual property in the Philippines or start an OPC? Here’s a step-by-step IPOPHL registration process-style guide for setting up your OPC through the Securities and Exchange Commission (SEC).
Step 1: Name Reservation
Go to the SEC’s CRS Portal and reserve your company name. Ensure it ends with “OPC” (e.g., “Bright Minds Consultancy OPC”).
Step 2: Prepare Required Documents
- Articles of Incorporation for OPC
- Cover Sheet for Registration
- Nominee and Alternate Nominee’s Consent
- Treasurer’s Affidavit
- Proof of Paid-up Capital
Step 3: File and Pay at SEC
Submit your documents and pay the registration fees online or at the SEC office.
Fees typically include:
- Filing fee: 1/5 of 1% of authorized capital stock (min. ₱2,000)
- Legal research fee: 1% of the filing fee
- Name reservation fee: ₱100 per month
Step 4: Receive the SEC Certificate of Incorporation
Once approved, you’ll receive your Certificate of Incorporation—your proof that your OPC is legally registered.
Step 5: Post-Registration Requirements
After SEC registration, complete the following:
- Register with BIR and obtain your Tax Identification Number (TIN)
- Register your books of accounts
- Secure a Barangay Clearance and Business Permit
- Register with SSS, PhilHealth, and Pag-IBIG if you plan to hire employees
Costs and Timelines
How much does intellectual property registration cost?
While intellectual property registration in the Philippines varies, OPC registration is generally affordable. Expect to spend between ₱3,000 and ₱10,000, depending on your capital and business type.
How long does the registration process take?
The entire OPC registration process in the Philippines usually takes 2 to 3 weeks, assuming all documents are complete and approved promptly by the SEC.
One Person Corporation vs. Sole Proprietorship vs. Regular Corporation
| Feature | One Person Corporation | Sole Proprietorship | Regular Corporation |
| Owners | 1 | 1 | 2 or more |
| Liability | Limited | Unlimited | Limited |
| Continuity | Perpetual | Ends with the owner | Perpetual |
| Taxation | Corporate tax rate | Individual tax rate | Corporate tax rate |
| Compliance | Moderate | Simple | Complex |
| Ideal for | Freelancers, professionals, small business owners | Microbusinesses | Large-scale businesses, partnerships |
When Is a One-Person Corporation Right for You?
A One Person Corporation may be right for you if you:
- Want to protect your personal assets from business risks
- Plan to expand and need credibility with banks or investors
- Offer professional services or digital products
- Aim to formalize your freelancing or consulting business
However, if you’re running a small online shop or side hustle, a sole proprietorship might be enough.
Frequently Asked Questions (FAQs)
1. What is a One Person Corporation (OPC) in the Philippines?
A One Person Corporation (OPC) allows a single individual to form a corporation with limited liability—meaning the owner’s personal assets are separate from business obligations.
2. Who can register a One Person Corporation?
Any Filipino citizen, trust, or estate can register an OPC, as long as the person is of legal age. Certain sectors, such as banks and insurance firms, are not allowed to register as OPCs.
3. What are the benefits of forming an OPC?
It offers limited liability, professional credibility, and full decision-making control—ideal for freelancers, professionals, and small business owners.
4. What are the disadvantages of an OPC?
It requires annual SEC reports, audited financial statements, and may have higher costs than a sole proprietorship.
5. How do I register a One Person Corporation?
Submit your documents through the SEC CRS portal, pay the fees, and complete post-registration steps with the BIR and your local government unit.
6. Is an OPC better than a sole proprietorship?
Yes, if you want legal protection and plan to expand. No, if you prefer minimal paperwork and lower costs.
7. Can freelancers register as OPCs?
Yes, freelancers and consultants can register as OPCs to formalize their business and qualify for corporate clients.
8. How much capital is needed for an OPC?
There’s no minimum capital required under the Revised Corporation Code unless your industry requires it.
9. Can an OPC hire employees?
Yes, an OPC can hire employees and is subject to the same labor laws as other corporations.
10. What happens if you don’t register your business as an OPC?
You may face penalties for operating without proper registration and risk personal liability for business debts or contracts.
How Loft Can Help
If you’re unsure whether a One Person Corporation is right for you, Loft can guide you through the business registration process, from choosing the right structure to ensuring BIR compliance and document preparation.
Whether you’re converting from a sole proprietorship, registering a new OPC, or expanding your business, we make registration and compliance simple, fast, and stress-free.
Summary
A One Person Corporation (OPC) is a smart choice for entrepreneurs who want full control and legal protection without multiple incorporators. It bridges the gap between sole proprietorships and corporations—offering both simplicity and structure.
Before deciding, weigh the advantages (liability protection, credibility, succession) against the drawbacks (cost, compliance). For many modern Filipino entrepreneurs and freelancers, the OPC is the perfect vehicle for business growth.