Is There an LLC in the Philippines? What Foreign Founders Register Instead

TL;DR: Philippine law has no LLC entity type. The Revised Corporation Code (Republic Act No. 11232) gives you two real options for capped personal liability: a One Person Corporation if you are the only owner, or an ordinary domestic stock corporation if you have at least one co-incorporator. Both work like a US LLC in the way that matters most to a founder: your personal assets are not on the hook for the company’s debts.

Why “LLC Philippines” is the wrong search, and a reasonable one

Every week, someone typing “LLC Philippines” into Google is really asking a narrower question: how do I own a business here without putting my house on the line if it fails. That is a fair instinct. In the United States, the limited liability company solved a specific problem: it gave a small business owner corporate-style liability protection without the formalities of a full corporation, plus pass-through taxation so profits are taxed once, at the owner’s personal rate, instead of at the company level and again as dividends.

The Philippines never adopted that hybrid. Philippine business law grew out of the civil law tradition, not the American common law tradition that produced the LLC in the 1970s and 1980s. The Revised Corporation Code, which took effect in February 2019, recognizes corporations and, separately, the Civil Code recognizes partnerships. There is no third category that blends the two. If you search the statute itself for “limited liability company,” you will not find it. What you will find, in Section 116 of Title XIII, is something that solves the same underlying problem a different way: the One Person Corporation.

So the search term is wrong, but the underlying need, capped liability plus single-owner control, is real and Philippine law does provide for it. You just have to ask for it by its actual name.

What limited liability actually means here

Before comparing entity types, it helps to be precise about what “limited liability” is doing for you. Under the doctrine of separate juridical personality, a Philippine corporation is treated by law as an entity distinct from the people who own it. Section 2 of the Revised Corporation Code defines a corporation as an artificial being created by operation of law, with its own rights and obligations. Because the corporation is a separate legal person, its debts are its own. A stockholder who has fully paid for their shares cannot ordinarily be forced to cover the company’s obligations out of personal savings, a personal car, or a personal home.

Philippine courts will set that separation aside only in narrow circumstances, most commonly when the corporate form is used to commit fraud, evade an existing obligation, or work an injustice on a third party. This is called piercing the corporate veil, and it is treated as the exception, not the rule. For a founder running a legitimate operating business, keeping clean books, adequate capital, and proper corporate formalities is usually enough to keep that separation intact.

This is the same practical outcome a US LLC gives its members. The legal mechanics differ, an LLC is a single hybrid entity type while the Philippines splits the same protection across two entity types depending on how many owners you have, but the founder-level result is close enough that most people who ask about an “LLC in the Philippines” get what they actually need from either one.

The One Person Corporation

The One Person Corporation, or OPC, is the entity Republic Act No. 11232 created specifically for a single owner who wants a corporation rather than a partnership. Before 2019, Philippine law required at least five incorporators to form a stock corporation, which forced solo founders into either a sole proprietorship (no liability protection at all) or an awkward arrangement with nominal co-incorporators who held one share each just to satisfy the headcount. The OPC removed that requirement entirely.

A few structural points matter for a foreign founder specifically:

1. Who can form one. Only a natural person, a trust, or an estate may organize an OPC. Banks, quasi-banks, preneed companies, trust companies, insurance companies, and publicly listed companies are barred from using the OPC structure, regardless of who owns them.
2. No minimum authorized capital, with one caveat. Under Section 117, an OPC is not required to have a minimum authorized capital stock, except where a special law says otherwise for that particular activity. This removes the capital barrier that used to make incorporation feel like overkill for a small consulting or services business.
3. The nominee and alternate nominee are not co-owners. Every OPC must name a nominee and an alternate nominee in its articles of incorporation, along with their addresses, contact details, and the limits of their authority. Their entire function is succession planning: if the single stockholder dies or becomes incapacitated, the nominee steps in as director to keep the corporation running until the stockholder’s estate is settled or the stockholder recovers. The nominee holds no shares, earns no dividend, and has no say in running the business while the stockholder is alive and capable. Written consent from both the nominee and alternate nominee has to be filed with the SEC before incorporation, and the stockholder can swap either one out at any time by filing new consent.
4. The stockholder wears multiple hats, but not all of them. The single stockholder automatically becomes the sole director and president. They may also act as treasurer, but SEC Memorandum Circular No. 10, series of 2026, requires a stockholder who takes on the treasurer role to post a surety bond, renewed every two years, sized to the corporation’s authorized capital stock, and to sign an undertaking to administer the OPC’s funds faithfully. One role the stockholder cannot fill themselves is corporate secretary. That has to be a separate, actual person, and the OPC must file a Form of Appointment naming its officers with the SEC within 20 days of incorporation. Miss that filing, and the 2026 circular sets a flat penalty of 10,000 pesos.

For a foreign founder, the OPC is the closest thing the Philippines has to “I want to own 100% of my company and I want it to be a corporation, not a partnership.” That said, the SEC guidance keeps tightening the compliance side (the 2026 circular is a meaningful step up from the original 2019 rules), so budget for a corporate secretary and, if you plan to self-administer funds, a treasurer’s bond.

Can a foreigner actually be the sole stockholder?

Usually, yes, but it depends on what the business does, not on the fact that it is an OPC. The default position under the Foreign Investments Act is that 100% foreign ownership is allowed in any activity that is not restricted by the Constitution, a specific statute, or the Foreign Investment Negative List. The 13th regular Foreign Investment Negative List, issued through Executive Order No. 113 and effective May 2, 2026, keeps the familiar two-list structure: List A covers activities where foreign ownership is capped by the Constitution or a specific law (mass media, most forms of retail trade below a capital threshold, small-scale mining, and similar sectors), and List B covers restrictions tied to national security, public health, or protecting small domestic enterprises.

Retail trade is a useful example of how the screening actually works in practice. Under the 13th list, a retail enterprise with at least 25,000,000 pesos in paid-up capital can be fully foreign-owned. Below that threshold, foreign equity is capped at 40%, with Filipino ownership required to hold the remaining 60% and control of the enterprise. So the question is never “can a foreigner form an OPC,” it is “is this specific activity, at this specific scale, open to foreign ownership at all.” Screen the activity against the current negative list before you assume the OPC route is available. Our guide to registering a One Person Corporation as a foreigner walks through that screening step by step.

There is a second, separate capital rule that trips up founders who conflate it with the entity type. Under the Foreign Investments Act as amended by Republic Act No. 11647 in 2022, a domestic market enterprise, meaning one that sells mainly inside the Philippines rather than exporting, that is more than 40% foreign-owned generally needs at least USD 200,000 in paid-in capital. That threshold drops to USD 100,000 if the enterprise uses advanced technology certified by the Department of Science and Technology, is registered as a startup or startup enabler under the Innovative Startup Act, or employs at least 15 Filipino workers who make up the majority of its workforce. This rule applies regardless of whether you incorporate as an OPC or an ordinary domestic corporation. It has nothing to do with the Revised Corporation Code’s own no-minimum-capital rule; it sits on top of it, triggered by the foreign ownership percentage and the domestic-market classification. An enterprise that exports at least 60% of its output or gross sales is classified as an export enterprise instead, and the USD 200,000 rule does not apply to it at all.

The ordinary domestic stock corporation

If you have at least one co-founder, or you are a foreign parent company that wants a genuine Philippine subsidiary rather than a single-owner vehicle, the ordinary domestic stock corporation is the other real answer to “LLC in the Philippines.”

Section 10 of the Revised Corporation Code sets the incorporator count at a minimum of two and a maximum of 15, a deliberate reduction from the five-incorporator minimum under the old 1980 Corporation Code. Each incorporator, whether a natural person, a partnership, an association, a domestic corporation, or a foreign corporation, must own or be a subscriber to at least one share. Beyond that, Section 12 states plainly that stock corporations are not required to have a minimum capital stock, except as specifically provided by a special law. In practice, that exception matters mostly for regulated or nationalized activities: banks answer to the Bangko Sentral’s own capital rules, insurance companies and financing companies answer to their sector regulators, and recruitment or manning agencies carry bonding requirements set by their licensing agency. Outside those regulated categories, there is no Revised Corporation Code minimum to clear.

A domestic corporation gives you a board of directors, more flexibility to bring in additional investors later by issuing new shares, and a governance structure that foreign banks, landlords, and larger local counterparties recognize immediately. It is also the structure a wholly foreign-owned company usually ends up in once it outgrows a single founder, since adding a second stockholder to an OPC requires converting it into an ordinary stock corporation in the first place. Our entity types comparison and the deeper domestic corporation guide cover the incorporation paperwork and board requirements in full.

Branch office of a foreign corporation

A third option exists for a foreign company that already operates abroad and wants a Philippine presence without creating a new, separate company. A branch office is licensed by the SEC to do business in the Philippines, but it is not a separate juridical entity. Legally, it is the same company as the foreign head office, just operating locally.

That has one large consequence: liability runs straight back to the parent. Because the branch has no separate legal personality, its Philippine debts, contracts, and legal exposure are the parent company’s debts, contracts, and legal exposure. There is no corporate veil to pierce because there was never a separate corporation to begin with.

A branch fits situations where that trade-off is acceptable or even desirable, for example, a foreign company bidding on a Philippine government or private contract that requires local registration, or one that wants to keep its Philippine operation on the same balance sheet and audited financials as headquarters rather than standing up a new subsidiary’s books. It fits poorly for a founder whose entire reason for incorporating locally is to ring-fence Philippine risk away from other assets. If liability separation is the point, a branch works against you, not for you.

Partnership: legal, but rarely the right vehicle

The Philippines has recognized partnerships under the Civil Code since long before the Revised Corporation Code existed, and a partnership is a perfectly legal way to run a business here. It is just rarely the right one for a foreign-owned operating company, and it is worth naming why explicitly, because “partnership” sounds informal enough that founders sometimes assume it is the low-friction option.

Under Article 1816 of the Civil Code, every general partner is personally and, in most cases, unlimitedly liable for the partnership’s obligations. If the partnership cannot pay a debt, creditors can reach a general partner’s personal assets to cover the shortfall. A limited partnership structure exists, where limited partners are shielded up to their contribution, but it still requires at least one general partner who carries full personal exposure, and that general partner’s role is not one most foreign investors want to hold themselves.

Beyond liability, a partnership interest cannot be transferred without the consent of the other partners under Article 1813, which creates a real problem if you later want to bring in an investor or sell your stake. A general partnership also dissolves on the death, withdrawal, or insolvency of any general partner under Article 1830, an instability that most foreign investors and banks find unappealing compared to a corporation’s indefinite existence. Foreign partners in a Philippine partnership are also screened against the same Foreign Investment Negative List that applies to corporations, so a partnership buys none of the ownership flexibility that might make the extra risk worthwhile. For nearly every foreign founder we work with, a corporation, whether an OPC or an ordinary domestic corporation, delivers the same or better outcome with a fraction of the personal exposure.

OPC vs domestic corporation vs branch vs partnership

OPC vs sole proprietorship: the confusion that actually costs money

A separate, common mix-up is worth clearing up here because it costs founders real money when they get it wrong: an OPC is not the same thing as a sole proprietorship, even though both describe a business with one owner. A sole proprietorship registered with the Department of Trade and Industry has no separate legal personality at all. The business and the owner are legally the same person, which means every peso of business debt, every lawsuit, and every tax liability attaches directly and entirely to the owner’s personal assets. There is no liability protection whatsoever.

An OPC is a corporation. It has its own SEC registration, its own tax identification number, and its own legal personality separate from the stockholder, with all the liability protection that separation implies. The two structures also sit in different regulatory lanes for foreign ownership: a foreign national generally cannot register a DTI sole proprietorship in most activities in the first place, since sole proprietorships are treated as reserved for Filipino citizens outside narrow exceptions, while an OPC is expressly the vehicle the Revised Corporation Code built to let a foreign individual own a Philippine company solo. If you are choosing between the two purely on cost, the sole proprietorship looks cheaper to set up. It is not cheaper the day something goes wrong.

Which one actually behaves like a US LLC

If the honest answer is “there is no LLC,” the more useful answer is which of these gives you what an LLC was built to give you. For a solo foreign founder, that is the OPC: single ownership, a separate legal personality, and no minimum capital baseline under the Revised Corporation Code. For a founder with a co-founder, an investor, or a foreign parent wanting a proper subsidiary, that is the ordinary domestic stock corporation, with the added benefit of a board structure that scales as the company grows. Neither one gives you the pass-through, single-layer taxation that makes a US LLC attractive on the tax side; Philippine corporations, OPCs included, are taxed as corporate entities in their own right. But on the question that actually drives most people to search for an LLC in the first place, keeping personal assets separate from business risk, both structures do the job.

The wrong move is treating a branch office or a partnership as a shortcut past this decision. A branch trades away the liability separation entirely. A partnership adds liability exposure most foreign investors are not looking for and gains nothing in return once a corporation is on the table. Our best entity type for foreigners guide goes through the decision in more depth if your situation involves multiple founders, a planned PEZA registration, or an activity that sits close to a Negative List restriction.

This guide is general information, not legal advice on your specific facts. Book a consultation if you want a fixed-scope review of which entity type fits your ownership structure and business activity before you file.