One Person Corporation (OPC) for Foreigners

The One Person Corporation (OPC) lets a single person own a corporation with limited liability — no co-founders or nominee shareholders required. Introduced by the Revised Corporation Code (RA 11232), the OPC is a corporation with just one stockholder, who is also its sole director and president. For a solo foreign founder, it is often the cleanest way to get the protection of a corporation without assembling a board.

What an OPC is

Before RA 11232, a Philippine corporation needed at least five incorporators. The OPC removed that floor for the single-owner case: one person can now hold 100% of the shares and run the company alone, while the corporation remains a separate legal person from its owner. That separation is the whole point — your business debts and liabilities sit with the corporation, not with you personally.

Can a foreigner use one?

Yes — but with the same guardrails as any other corporation. A foreigner can form an OPC provided the activity is open to foreign ownership under the Foreign Investment Negative List (FINL). The OPC is a governance structure, not a loophole around the FINL or the capital rules. If your line of business carries a foreign-equity cap, an OPC cannot bypass it — you would still need the required Filipino ownership, which by definition means more than one stockholder and so rules the OPC out.

There is no minimum authorized capital for an OPC unless a specific law requires it. But a foreign-owned OPC selling into the local market still has to clear the FIA minimum paid-in capital — generally US$200,000 — the same threshold that applies to any foreign-owned domestic corporation. Export enterprises and activities that qualify for 100% foreign ownership may face a far lower floor. We work through the exact number with you in minimum paid-in capital for 2026.

The nominee and alternate nominee

This is the requirement unique to the OPC. Because there is only one stockholder, the law asks: what happens if that person dies or is incapacitated? So every OPC must appoint a nominee and an alternate nominee, named in the articles of incorporation. The nominee takes over management of the OPC in that event; the alternate steps in if the nominee cannot. Both must give written consent, and you can change them at any time by notifying the SEC. This is a paperwork step, not a transfer of ownership — your shares still pass under your estate.

Officers you still need

A single owner does not mean a single role. The stockholder serves as sole director, president, and (by default) any other officer, but the OPC still needs a corporate secretary and a treasurer. The stockholder cannot be the corporate secretary, so you will appoint someone for that role. The stockholder may act as treasurer, but only if they post a surety bond with the SEC. Chamberlain handles these appointments and the bond as part of the setup.

OPC vs sole proprietorship vs domestic corporation

A sole proprietorship is registered with the DTI, is generally Filipino-only, and exposes the owner to unlimited personal liability — your house and savings are on the line for business debts. It is rarely an option for a foreign founder. A multi-shareholder domestic corporation offers the same liability shield as an OPC but requires two or more stockholders and a full board.

The OPC sits between them: the limited liability and corporate standing of a domestic corporation, with the single-owner simplicity that a sole proprietorship has but a foreigner usually can’t access. See our entity-types comparison and the resource on the best entity type for foreigners to weigh the trade-offs.

Liability and when it fits

The OPC’s headline benefit is limited liability — properly maintained, the corporation absorbs business risk so your personal assets stay protected. It fits a solo foreign founder who wants full control, no co-investors, and a clean corporate vehicle, and whose business sits in a sector open to foreign equity at a capital level they can meet. If you plan to bring in equity partners soon, a domestic corporation may be the better starting point.

Chamberlain will confirm whether an OPC fits your activity and capital — or recommend a domestic corporation if that serves you better — and handle the full SEC registration. Talk to us.