The Power of a One Person Corporation

In today’s ultra-competitive business landscape, entrepreneurs seek innovative ways to thrive and build their empires. One strategy that has gained traction is the One Person Corporation (OPC) concept. Having the benefits of both a corporation and a sole proprietorship, the OPC offers a unique opportunity for entrepreneurs to create a legitimate business structure with limited liability.


By forming an OPC, an entrepreneur can use a corporate entity’s advantages, such as tax benefits and limited liability, while maintaining the flexibility and control typically associated with being a sole proprietorship. This dynamic business model allows individuals to pave their path, take calculated risks, and make decisions quickly without the bureaucracy often associated with larger corporations.


But what does it truly take to build a successful business empire as a one-person corporation? Here, we will explore the strategies, tools, and mindset needed to survive and thrive as a one-person business owner. From effective time management to building a strong online presence, we’ll delve into the practical steps that can help you transform your business dreams into a reality.


Whether you’re a sole proprietor just starting or an established business owner looking to revamp operations, learn why the power of a One Person Corporation might be the game-changer you’ve been waiting for.

What is a One Person Corporation (OPC)?

Republic Act No. 11232, otherwise known as the “Revised Corporation Code of the Philippines” (RCC) as well as SEC Memorandum Circular No. 7, Series of 2019 defines a  One Person Corporation (OPC) as a corporation with a single stockholder, who can be a natural person, trust, or estate.


A One Person Corporation is a unique business structure that allows an individual to operate as a corporation while enjoying the benefits of a sole proprietorship. In essence, it combines the limited liability protection of a corporation with the flexibility and control typically associated with being a sole owner. This innovative business model allows entrepreneurs to build their own business empires, making decisions quickly and taking calculated risks without the red tape often found in larger corporations.

Advantages of forming a One Person Corporation

Forming a One Person Corporation comes with several advantages that can set entrepreneurs on the path to success. One of the major benefits is limited liability protection. By establishing an OPC, personal assets are separate from business liabilities, which means that if the corporation faces legal issues or financial difficulties, the owner’s personal assets are protected. In the words of the Supreme Court of the Philippines in Pioneer Insurance Surety Corporation v. Morning Star Travel & Tours, Inc. et al. (G.R. No. 198436, July 8, 2015): “The law vests corporations with a separate and distinct personality from those that represent these corporations…. A separate corporate personality shields corporate officers acting in good faith and within their scope of authority from personal liability except for situations enumerated by law and jurisprudence”.


Another advantage is the ability to enjoy tax benefits. Entrepreneurs can take advantage of corporate tax rates, deductions, and other tax incentives as a One Person Corporation. This can lead to significant savings and increased profitability.


Additionally, an OPC can access business loans and credit facilities more easily than a sole proprietorship or partnership. Financial institutions view corporations as more stable and reliable, making it easier for OPCs to secure funding for their business ventures

Legal requirements for setting up a One Person Corporation

While the concept of a One Person Corporation offers numerous advantages, it is important to understand and comply with the legal requirements for its establishment. The Securities and Exchange Commission of the Philippines regulates the formation and operation of OPCs. The Guidelines on the Establishment of a One Person Corporation (OPC) are found in SEC Memorandum Circular No. 7 Series of 2019.


First and foremost, the owner must be either a natural person, trust, or estate, meaning that corporations, partnerships, and other legal entities cannot establish an OPC. This requirement ensures that the business remains under the control of a single individual.


A foreign natural person may also put up an OPC subject to the applicable capital requirement and constitutional and statutory restrictions on foreign participation in certain investment areas or activities.


Furthermore, an OPC is not required to have a minimum authorized capital stock except as specified by special law. While the OPC structure allows for limited liability and generally requires no minimum authorized capital stock, it is still important to comply with all legal requirements to ensure the legitimacy and credibility of the business.

Steps to register a One Person Corporation

Registering a One Person Corporation involves several steps. The process typically starts with securing a reservation of the business name with the SEC. The name should be unique and should not be similar to existing corporations to avoid confusion.


After securing the business name, the owner must prepare and submit the necessary documents to the SEC, which may include articles of incorporation, by-laws (but not required), and other supporting documents. These documents outline the structure, purpose, and regulations of the OPC.


Once the SEC approves the registration, the owner will receive a Certificate of Incorporation, which signifies the legal formation of the OPC. It is important to note that registration fees and other charges may apply during the process. Further, the One Person Corporation should also comply with post-incorporation requirements as may be required by regulations.

Tax implications of a One Person Corporation

One of the key advantages of forming a One Person Corporation is the potential for tax benefits. As a separate legal entity, an OPC is subject to corporate tax rates, which are often lower than personal income tax rates. This can result in significant savings for the owner. In fact, Republic Act No. 11534, otherwise known as the “Corporate Recovery and Tax Incentives for Enterprises” (CREATE) Act, minimized the Regular Corporate Income Tax (RCIT) rates from 30% to 20% for domestic corporations with net taxable income not exceeding PhP5 Million and with total assets not exceeding PhP100 Million, and from 30% to 25% for all other domestic corporations and resident foreign corporations.


OPCs also have access to various tax deductions and incentives that can further reduce their tax liabilities. For example, eligible expenses such as business-related travel, office rent, and employee salaries can be deducted from the corporation’s taxable income.


However, OPC owners must comply with tax regulations and maintain accurate financial records. Failure to do so can lead to penalties and legal issues that may undermine the benefits of operating as an OPC.

Limitations and restrictions of a One Person Corporation

While the One Person Corporation structure offers numerous advantages, it is not without limitations and restrictions. One of the main limitations is the difficulty in issuing shares of stock to the public. OPCs are restricted to a single shareholder, meaning they cannot raise capital by selling shares to the general public. Should the OPC intends to do so, it needs to convert to an Ordinary Stock Corporation with the Securities and Exchange Commission.


Additionally, OPCs must appoint a nominee and alternate nominee in case of the owner’s death or incapacity. These individuals will assume control of the business and ensure its continuity. Choosing reliable nominees who understand the business and can fulfill their duties effectively is important.


Furthermore, OPCs are subject to certain reporting and compliance requirements, such as submitting annual financial statements and holding annual general meetings. These obligations ensure transparency and accountability but add administrative responsibilities to the owner’s workload.

Common misconceptions about One Person Corporations

Despite the advantages and success stories associated with One Person Corporation, some common misconceptions still need to be addressed.


1. Misconception 1: OPCs are only suitable for small businesses.


While OPCs are often associated with small businesses and startups, they can be suitable for businesses of all sizes. The structure offers benefits such as limited liability protection and access to corporate tax rates, which can be advantageous regardless of the business’s scale.


2. Misconception 2: OPCs lack credibility and professionalism


Some believe that OPCs may lack credibility compared to larger corporations. However, by adopting professional practices, maintaining accurate financial records, and delivering exceptional products or services, OPCs can build a strong reputation and gain the trust of clients and partners.


3. Misconception 3: OPCs are more expensive to set up and maintain


Setting up an OPC may involve certain costs, such as registration fees and legal expenses. However, these costs are often outweighed by the tax benefits, limited liability protection, and access to funding that OPCs offer. Additionally, with proper financial management, the maintenance costs can be manageable and justified by the advantages provided.

Conclusion: Is a One Person Corporation right for you?

Building a business empire as a one-person corporation requires careful planning, determination, and the right mindset. The power of a One Person Corporation lies in its ability to combine the advantages of a corporation and a sole proprietorship, offering entrepreneurs the best of both worlds. From limited liability protection to tax benefits and access to funding, the OPC structure can be a game-changer for ambitious individuals.


However, it is important to thoroughly understand the legal requirements, compliance obligations, and limitations associated with OPCs. By leveraging effective time management, building a strong online presence, and continuously learning and developing new skills, entrepreneurs can successfully manage and grow their OPCs.


In view of its Compliance Requirements, selecting the right legal representation for establishing and maintaining a One Person Corporation is crucial.  Seeking guidance from a reputable law firm such as Ricasio Law can greatly assist you. Such reputable law firms should have expertise in navigating complex legal nuances and have a track record in handling compliance matters. Like Ricasio Law, the law firm you intend to seek legal advise should have an adept team that possesses a deep understanding of the intricate legal landscape surrounding One Person Corporations that can allow them to offer comprehensive guidance and support throughout the legal process.


Whether you’re just starting or looking to revamp your business operations, consider exploring the power of a One Person Corporation. With the right strategies, tools, and mindset, you can turn your business dreams into a reality and build a thriving empire on your own terms.

Disclaimer: The content on this website is offered as general information only and is not intended to be legal advice or a solicitation for legal services. The information is not being supplied as part of an attorney-client relationship between the Lawyers of Ricasio Law and anyone viewing it. Viewers should not rely on the information on this website for making legal decisions, but should instead get legal assistance from a skilled attorney. You should not act exclusively on the basis of the material on this website and are strongly recommended to seek the legal advice of a lawyer.

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