One Person Corporation OPCPhilippines
What it takes to form, own and run a private limited company in Philippines, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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A sole shareholder claiming limited liability has the burden of affirmatively showing that the corporation was adequately financed.
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Name, nationality, residence of the nominee and alternate nominee, and the extent, coverage and limitation of the authority.
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The single stockholder shall be the sole director and president of the One Person Corporation.
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A One Person Corporation shall not be required to have a minimum authorized capital stock except as otherwise provided by special law.
The registry’s and the law’s own pages do not mention it.
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All other domestic corporations and resident foreign corporations will be subject to 25% Income Tax.
Form it
Who registers it
- Registry
- Formed without visiting
- Yes
- Formed online
- Yes
What it takes to form
- A notary
- Not stated
The registry’s and the law’s own pages do not mention it.
- A resident director
- Not required
- Paying up the capital
- Not in our records
Own it
Who may own and run it
- Directors
- At least 1 · individuals only
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The single stockholder shall be the sole director and president of the One Person Corporation.
- Shareholders
- At least 1 · at most 1 · individuals only
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Name, nationality, residence of the nominee and alternate nominee, and the extent, coverage and limitation of the authority.
- Members
- At least 1 · at most 1 · one person may form it alone
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A One Person Corporation is a corporation with a single stockholder: Provided, That only a natural person, trust, or an estate may form a One Person Corporation.
- A local company secretary
- Required
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(c) a secretary, who must be a citizen and resident of the Philippines;
- A local registered agent
- Not required
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The place where the principal office of the corporation is to be located, which must be within the Philippines;
Each year, at the registry
- Annual registry fee
- Not in our records
- Accounts on the public record
- Not in our records
- Audit for a small company
- Not stated
The registry’s and the law’s own pages do not mention it.
- Audit
- Annual financial statements audited by an independent CPA; certified under oath by the treasurer and president where total assets or liabilities are under PHP 600,000.
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The One Person Corporation shall submit the following within such period as the Commission may prescribe: (a) Annual financial statements audited by an independent certified public accountant
Important dates
When each obligation falls due, as the authority states it.
- Appoint a treasurer, corporate secretary and other officers within 15 days of the certific
- 5 days after change of officers
With Securities and Exchange Commission
The 5-day notice runs from each appointment; the 15-day appointment runs from incorporation.
- Register with the Bureau of Internal Revenue
- 30 days after incorporation
With Bureau of Internal Revenue (Revenue District Office)
BIR Citizen's Charter (2025 edition): corporations register within 30 calendar days of the SEC Certificate of Registration (or earlier, on or before commencement of business, reckoned from first sale).
- Annual stockholders meeting
- Not required for this type
Sec. 128: action is taken by written resolution of the single stockholder recorded in the minutes book; the recording date is deemed the meeting date.
What is public
Not in our records What the register shows the public is not in our records for the OPC.
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Varies · 20–25%
Domestic corporations: 25%, or 20% where net taxable income does not exceed PHP 5 million and total assets do not exceed PHP 100 million (effective 1 July 2020).
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All other domestic corporations and resident foreign corporations will be subject to 25% Income Tax.
- CFC rules in Philippines
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Dissolution under the Code's general rules (voluntary or involuntary); conversion to an ordinary corporation is also provided.
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Conversion from an Ordinary Corporation to a One Person Corporation.
- Statutory fee
- Not in our records
Every business in Philippines
VAT
- Standard rate
- Not in our recordsThe tax authority’s pages have not been read for Philippines.
Payment and banking services
1 service names Philippines on its own list: Airwallex. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- One Person Corporation (OPC)
- ISO 20275 code
- KJOWSecondary GLEIF, Entity Legal Forms code list