Planning or Running a One Person Corporation (OPC) in the Philippines: Your Questions, Answered

A practical guide for solo founders who are about to register a One Person Corporation, or who already have one and are working through the first year. It covers the questions founders ask before registration, and the problems that usually surface after the Certificate of Incorporation arrives.

In this guide

• Why the OPC appeals to solo founders
• Securing the name
• Choosing the right name
• Getting ready to register
• Capital
• Officers of an OPC
• OPCs and holding companies
• After registration: running an OPC in its first year
• Growing beyond one owner
• First-year OPC checklist

Why the OPC appeals to solo founders

The One Person Corporation (OPC) lets a single individual own a corporation and still enjoy limited liability. It was introduced by the Revised Corporation Code (Republic Act No. 11232) in 2019, and it has become a popular first step for entrepreneurs, startup founders, and families planning to formalize their businesses.

But once people sit down to actually register one, the same practical questions come up again and again. Can I reserve the name first? Do I need a minimum capital? Who can be my treasurer? Can my OPCs sit under a holding company? And after registration, a second set of questions follows: How does a company with no board make decisions? Why does the bank want a Secretary’s Certificate? Why can’t the BIR find my registration?

This guide collects the questions founders most often ask, in the way they usually ask them, and answers each one plainly. The second half draws on what we have seen founders run into during their first year of operating an OPC.

Securing the name

“Can an OPC already secure a preliminary SEC name reservation before the corporation is established?”

Yes. Name verification and reservation is actually the first step in registering any corporation, OPCs included. It is done online through the SEC’s eSPARC system (Electronic Simplified Processing of Application for Registration of Company).

Keep in mind that registration is what brings the corporation into existence. Its juridical personality begins only when the SEC issues the Certificate of Incorporation. So the name is reserved before the corporation exists, and registration is the step that establishes it.

A name reservation is not permanent. It is valid for a limited period, commonly reported at 30 days and extendable for an additional fee. If the application is not completed in time, the name is released and anyone can take it.

“Is it possible to register the name first to reserve the trademark?”

No. This is one of the most common misconceptions. SEC registration protects the name only as a corporate name: no other corporation can register the same or a confusingly similar name. It does not give you trademark rights over your brand or logo.

Trademark rights come from registration with the Intellectual Property Office of the Philippines (IPOPHL) under the Intellectual Property Code. If the brand matters to your business, file a trademark application at around the same time as your SEC registration, so the corporate name and the brand are secured together.

Two practical points from experience. First, file the trademark in the exact SEC-registered name of the OPC, not the founder’s personal name and not a shortened brand name, unless you deliberately want the founder to own the mark personally. Second, most new OPCs qualify as a small entity at IPOPHL, which carries lower fees. Check that the application actually says so. A wrong entity classification means paying big-entity rates on every filing until someone notices and corrects it.

Choosing the right name

“Is ‘Inc.’ mandatory, or just ‘OPC’?”

Just “OPC.” Under the Revised Corporation Code, a One Person Corporation must carry the letters “OPC” either below or at the end of its corporate name. “Inc.” and “Corporation” are for regular stock corporations, so you cannot use both. A business called “Sample Ventures” would register as “Sample Ventures OPC,” not “Sample Ventures Inc. OPC.”

The SEC also expects a name descriptor that matches the company’s industry classification. It is strict with initials and acronyms, so a name spelled out in full tends to get approved more smoothly than a string of letters. Prepare two or three alternative names in case your first choice is taken.

“If diversified, can I use ‘Holdings’ in the name?”

Only if the company will actually be a holding company. The descriptor in a corporate name must match its primary purpose. “Holdings” signals a company whose main business is owning shares in other companies, not running an operating business.

If your company will run a business directly, even a diversified one, name it after that business and list the related activities as secondary purposes in the Articles of Incorporation. Branding is a separate matter: you can still market under a short brand name and protect it as a trademark.

“Can we modify the name later?”

Yes. A corporate name is changed by amending the Articles of Incorporation. In a regular corporation, that needs board approval and the vote of stockholders owning at least two-thirds of the outstanding capital stock. In an OPC, there is no board and no other stockholder, so the approval takes the form of a written resolution signed by the single stockholder, who is also the sole director. Either way, the new name takes effect only when the SEC approves the amendment.

Budget for the follow-through, because this is where name changes go wrong. Every record that carries the old name has to be updated, and none of them update themselves:

• BIR registration and Certificate of Registration
• Barangay clearance and Mayor’s Permit
• Bank accounts and payment gateways
• Pending trademark applications at IPOPHL
• Contracts, app store and platform accounts, and website terms

If the company signed contracts or filed applications in the interval between deciding on the new name and getting SEC approval, include a ratification clause in a later resolution confirming those acts. It is a short paragraph that saves a long argument later about which entity actually signed.

Getting ready to register

“What are the requirements to register?”

The formal documents, including the Articles of Incorporation, are generated by the SEC system once the details are encoded. What you need to prepare is mostly information and identification:

• Name options: two or three alternatives, ending in “OPC”
• Purpose: what the company will do, plus related activities
• Principal office address: complete, down to the barangay and city
• Authorized capital: the amount of shares the company may issue
• Your details as single stockholder: full name, citizenship, date of birth, residential address, TIN, and a valid government ID
• Nominee and alternate nominee: the people who will take over management if you die or become incapacitated, with their written consent
• Officers: a treasurer and a corporate secretary, appointed after incorporation
• eSECURE accounts: signatories register on the SEC’s eSECURE portal so they can authenticate documents online

Write the purpose clause with care. The primary purpose you give the SEC tends to follow the company into its BIR line of business, its Mayor’s Permit, and the industry classification other agencies ask for later. A purpose that describes what the business really does is easier to defend than one copied from a template.

After the Certificate of Incorporation is issued, the work continues: the OPC files its officer appointments with the SEC, then registers with the BIR, secures a barangay clearance and Mayor’s Permit, and registers as an employer with SSS, PhilHealth, and Pag-IBIG once it hires staff. The after-registration section below covers what tends to go wrong in that stretch.

“Must all these be already established, or can we already secure the name while processing the rest?”

You can secure the name first. Reserving a name only requires the proposed name, the company type and industry, and the primary purpose. The remaining requirements can be completed while the reservation is active.

One caution: the SEC offers a fast one-day route called OneSEC, but under its terms, an application not completed within one day is purged entirely, including the name reservation. If your documents and signatories are not yet ready, use regular eSPARC processing instead.

Capital

“Is there a statutory minimum capital for the parent entity? How about if only for an OPC?”

No, for both. The Revised Corporation Code removed the general minimum capital requirement. Corporations, including holding companies and OPCs, are not required to have a minimum authorized capital stock unless a special law requires it for a particular industry, such as banking or insurance.

That said, capital still deserves careful thought:

• SEC fees scale with capital. Registration fees are computed on the authorized capital, so a higher figure means higher fees.
• Others will look at it. Banks, landlords, and suppliers sometimes consider a company’s capital when deciding how to deal with it.
• It should fit the plan. A holding company’s capital should be enough to fund the investments it is meant to make in its subsidiaries.
• It affects the treasurer bond. If the single stockholder serves as treasurer, the bond the SEC requires is computed on the OPC’s authorized capital (see below).

Officers of an OPC

In an OPC, the single stockholder is automatically the sole director and the President. The OPC must also appoint a treasurer and a corporate secretary within the period the SEC prescribes after incorporation.

“In an OPC, can the treasurer and corporate secretary be one person, but not the president?”

Yes. The Revised Corporation Code allows one person to hold two offices at the same time. The only combinations it prohibits are President and Secretary, and President and Treasurer. So a trusted person other than the single stockholder can serve as both treasurer and corporate secretary.

A few rules to keep in mind:

• The single stockholder cannot be the corporate secretary.
• The corporate secretary must be a Filipino citizen residing in the Philippines. The secretary keeps the corporate records and must notify the SEC if the single stockholder dies.
• The single stockholder can be the treasurer, but must post a bond with the SEC.

Choose the corporate secretary for reliability, not convenience. In an OPC, the secretary is the person who signs the Secretary’s Certificates that banks, IPOPHL, app stores, and government offices will ask for, and the person who keeps the Minutes Book where every decision of the single stockholder is recorded. A secretary who is hard to reach becomes a bottleneck very quickly.

“What is the ‘bond with SEC’?”

It is a guarantee the OPC posts with the SEC when the single stockholder also appoints himself or herself as treasurer. Because one person would then control both the company and its funds, the bond protects creditors in case corporate funds are mishandled. The single stockholder must also give a written undertaking to administer the corporation’s funds faithfully.

Under the SEC’s current OPC compliance rules (SEC Memorandum Circular No. 10, Series of 2026):

• Form: a surety bond from an insurer registered with the Insurance Commission, or a cash or property bond
• Amount: pegged to authorized capital, from ₱1 million up to ₱5 million in tiers; above ₱5 million, equal to the authorized capital
• Custodian fee: ₱5,000 for every posting
• Deadline: within 30 days after the Certificate of Incorporation is issued
• Renewal: every two years, or sooner if the SEC requires it

The simplest way to avoid the bond is to appoint someone else as treasurer. If the OPC later does so, it can apply for the bond’s release.

OPCs and holding companies

“What if two OPCs in a parent holding? Pwede ba?”

Not as OPCs. Under the Revised Corporation Code, the single stockholder of an OPC can only be a natural person, a trust, or an estate. A corporation, including a holding company, cannot be the sole owner of an OPC.

If you want a parent company that owns your businesses, the subsidiaries must be regular corporations with at least two incorporators. In practice, the parent holds nearly all the shares and an individual holds a nominal share. The parent itself can be an OPC if you will be its only owner, or a regular corporation if others will hold shares in it.

“Can both retain independent ownership and revenues, but under one holding?”

Revenues, yes. Ownership, partly. Each subsidiary is a separate corporation with its own TIN, bank account, books, assets, and liabilities. One company’s income belongs to that company, and it is generally not liable for the other’s debts. Profits move up to the parent only when a subsidiary declares dividends, and dividends between domestic corporations are generally not subject to income tax.

Ownership is different: whoever controls the parent effectively controls every company under it. If different people are meant to own different businesses, the share structure has to be designed for that, for example by giving someone a direct minority stake in a particular subsidiary.

To keep the companies legally separate in practice, keep separate bank accounts, separate books, and separate board approvals, and document every transaction between them at fair value. Commingled affairs invite a court to disregard the separation.

“Is it possible to register them as OPCs first individually, and later on convert them to regular corporations to be subsidiaries?”

Yes. You can register each business as an OPC under your own name now. Later, once the holding company is registered, you transfer most of your shares to it, keep at least one share yourself, and apply with the SEC to convert each OPC into a regular corporation. The company keeps its identity throughout: same name, TIN, assets, contracts, and permits.

Weigh the trade-offs before choosing this route:

The transfer of shares to the holding company can often be structured as a tax-free exchange under Section 40(C)(2) of the National Internal Revenue Code: you transfer your shares in exchange for shares of the holding company and end up controlling it. This needs to be planned before the transfer, not after.

After registration: running an OPC in its first year

Most OPC guides stop at the Certificate of Incorporation. In our experience, that is where the founder’s real questions begin. The following come from working with solo founders through their first year of operations, including a technology startup that registered as an OPC, launched an app, filed its trademarks, and engaged its first developers within the same few months. Details are kept general, but the issues are real.

“There’s no board. How does my OPC make decisions?”

Through written resolutions of the single stockholder. Anything a board would approve in a regular corporation, such as opening a bank account, appointing officers, authorizing a representative, approving a major contract, or amending the Articles, is approved by a written resolution you sign as single stockholder and sole director. Each resolution is recorded in the OPC’s Minutes Book, which the corporate secretary keeps.

Founders sometimes skip this because “it’s just me anyway.” The problem appears later, when a bank, an investor, or a government office asks for proof that the company authorized something. If the resolution was never written and recorded, there is nothing for the secretary to certify.

“Why does everyone keep asking for a Secretary’s Certificate?”

Because it is how a corporation proves who may act for it. A Secretary’s Certificate is the corporate secretary’s sworn statement that a specific resolution was adopted and is in force. Expect to need one for:

• Opening corporate bank accounts and naming signatories
• Authorizing someone to file or sign at IPOPHL, the BIR, or the LGU on the company’s behalf
• Verifying a business account with app stores and online platforms
• Designating the company’s Data Protection Officer

Because the single stockholder cannot be the corporate secretary, the certificate must come from the separate secretary you appointed. Most recipients want it notarized. One detail that trips people up: a notary public cannot notarize a document in which the notary is a party, so if your lawyer is named in the resolution (for example, as your authorized representative), have it notarized by someone else.

“I registered through the one-stop portal. Why can’t the BIR find me?”

All-in-one registration portals are meant to pass your registration from the SEC to the BIR, the LGU, and the social agencies. In practice, a break in that chain at one agency does not always surface right away. We have seen a founder receive a TIN through the portal, only for the local Revenue District Office to have no record of it, and then receive a second TIN when registering again at the counter.

That second number is a problem, not a solution. The Tax Code allows a taxpayer only one TIN, so duplicate numbers have to be reported and one of them cancelled, which means letters, follow-ups, and time. The lesson: after any portal registration, confirm each leg directly with the agency concerned (BIR, barangay, City Hall, SSS, PhilHealth, Pag-IBIG) before assuming it landed, and never register again at a counter without first resolving what happened to the first registration.

“My BIR Certificate of Registration looks complete. Is it?”

Read the tax types listed on it, not just the name and TIN. A COR that lists only income tax and percentage or value-added tax looks complete until the company starts paying freelancers, developers, or a landlord. At that point it may need to withhold tax, remit it, and issue BIR Form 2307 to the payee, and it can only do that if expanded withholding tax is a registered tax type. The same goes for withholding on compensation once you hire employees.

While you are with the BIR, also confirm the registration of your books of accounts and your invoicing, and check the line of business against your actual SEC purpose. Ask about VAT as well: a business whose gross sales stay under the ₱3 million threshold is generally not required to register for VAT, but the choice affects your invoices and pricing, so make it deliberately.

“Do I really need the Mayor’s Permit if I work online?”

Yes. Operating from a home office or entirely online does not exempt a corporation from the local business permit. It is also a document other registrations quietly depend on. Banks ask for it, some platforms ask for it, and the National Privacy Commission’s registration system asks for business permit details when an organization registers its Data Protection Officer. Founders who leave the Mayor’s Permit for last often find it blocking two or three other things at once.

For Bacolod City founders, we walk through the BPLO online process step by step in our guide to registering your business in Bacolod.

“I hired developers before the company existed. Who owns the code?”

Often, not the company, at least not yet. Under the Intellectual Property Code, copyright generally belongs to the author unless the work was created by an employee as part of regular duties, or the rights were assigned in writing. Freelance developers and contractors are not employees, and work done before incorporation could not have been done for a company that did not yet exist.

The fix is a written deed of assignment signed by each contributor, expressly covering work done before incorporation as well as after. IPOPHL may ask for a notarized copy if you register the software for copyright, and it may also ask whether the founder personally contributed to the work, in which case the founder signs an assignment too. Going forward, every contractor should sign three things before receiving access: a services agreement with a clear scope of work, a non-disclosure agreement, and an IP assignment.

One more caution for solo founders: do not promise equity, “shares,” or a “piece of the company” to early helpers in a chat message. An OPC has exactly one stockholder. Bringing in a co-owner means converting the company, so any equity arrangement needs a proper instrument and a plan, not an informal promise that someone may later try to enforce.

“Does a one-person company need a Data Protection Officer?”

If the business collects personal data, such as customer names, phone numbers, locations, or payment details, the Data Privacy Act applies regardless of company size. At a minimum, designate a Data Protection Officer through a written resolution, publish a plain-language Privacy Notice for your users, and keep an internal privacy manual for whoever handles the data. Whether the OPC must also register with the National Privacy Commission depends on its headcount, the volume of data subjects, and the kind of data processed, so check this before launch rather than after.

Many OPC founders make themselves the DPO. That is allowed, but it adds one more role to a person who is already president, director, and stockholder, so make sure the duties are realistic.

Growing beyond one owner

“What happens when the OPC is turned into an ordinary stock corporation or a close corporation?”

An OPC is built for one owner. Once you want to bring in co-founders, investors, or family members as stockholders, the OPC must be converted into an ordinary stock corporation. The Revised Corporation Code provides for this conversion, and the corporation keeps its existence, assets, and liabilities.

The process usually involves:

1. A written resolution of the single stockholder approving the conversion
2. Amended Articles of Incorporation and By-laws reflecting the new stockholders, directors, and officers
3. The share transfers or new share issuances that bring in the new owners
4. An application for conversion filed with the SEC
5. Updates to the BIR, LGU permits, banks, and pending IPOPHL applications after SEC approval

If the new owners want to restrict who may later buy into the company, the converted corporation can be set up as a close corporation, with share transfer restrictions written into its Articles.

Conversion is a project of its own, so plan for it early. Decide who will come in, on what terms, and whether a shareholders’ agreement should protect each owner before the paperwork starts. A clean Minutes Book and properly assigned IP make this stage much faster, because they are the first things an incoming investor’s lawyer will ask to see.

First-year OPC checklist

A short list to run through in the months after your Certificate of Incorporation is issued:

• Treasurer and corporate secretary appointed and reported to the SEC; treasurer bond posted if you are your own treasurer
• Minutes Book opened, with every written resolution of the single stockholder recorded
• One TIN only, confirmed with your Revenue District Office
• COR tax types checked, including withholding taxes before paying contractors or staff
• Books of accounts and invoicing registered with the BIR
• Barangay clearance and Mayor’s Permit secured
• SSS, PhilHealth, and Pag-IBIG employer registration once you hire
• Trademark filed in the exact corporate name, with the correct entity size
• IP assignments signed by every developer, designer, and contributor, covering pre-incorporation work
• Services agreements and NDAs in place before anyone gets system access
• Data Protection Officer designated, Privacy Notice published, and NPC registration requirement checked
• After any name change: BIR, LGU, banks, IPOPHL, contracts, and platform accounts all updated

Planning your OPC

The OPC is a flexible vehicle, but the choices made at registration, such as the name, the officers, and whether a holding structure is coming, are much easier to get right at the start than to fix later. The same is true of the first year: a missing resolution, an unassigned piece of code, or a second TIN costs little to prevent and a great deal to untangle.

This article provides general information and is not legal advice. Rules and fees change; for advice on your specific situation, consult a lawyer.