HOW-TO

How to Register a Corporation or One Person Corporation (OPC) with the SEC

A plain-language walkthrough of SEC online registration, from reserving a name on eSPARC to receiving your digital Certificate of Incorporation.

Step by step

1. Decide on your structureChoose between a One Person Corporation (one stockholder, suited to solo owners wanting limited liability) and an ordinary stock corporation (2 to 15 incorporators). An OPC cannot be formed by banks, insurers, or certain regulated entities, so check eligibility first. Your choice affects the forms, officer requirements, and documents the system generates.
2. Create an account and reserve your name on eSPARCGo to the SEC's eSPARC portal (esparc.sec.gov.ph), register an account, and run a name verification. Your proposed name must be distinguishable from existing ones and may need an industry descriptor. Since 2023, the SEC also asks each registrant to supply an official email address and mobile number.
3. Choose Regular Processing or OneSECOneSEC is fully automated with pre-filled fields and can issue a digital Certificate of Incorporation quickly for eligible companies. Regular Processing suits more complex structures, foreign ownership, or special requirements and is reviewed by SEC staff over several working days. Confirm current eligibility rules, because they are periodically revised.
4. Fill out the forms and download the generated documentsEncode your company details, capital, and officer information. The system generates your Articles of Incorporation and By-laws (an OPC has no by-laws but must designate a nominee and alternate nominee). Download these pre-generated documents for signing.
5. Sign, notarize, and uploadHave the documents signed and notarized as required, or consularized/apostilled if executed abroad. Upload the completed files back into the portal. Double-check names and figures, since corrections after submission can mean restarting parts of the process.
6. Pay the fees and claim your certificatePay the registration and filing fees through the SEC's accepted channels. Once approved, you receive a digital Certificate of Incorporation. Keep it safe, as banks, the BIR, and your local government will ask for it.
7. Complete post-registration registrationsRegister with the BIR for your company TIN and tax types, then enroll as an employer with SSS, PhilHealth, and Pag-IBIG, and secure your barangay clearance and Mayor's/business permit. Some of these can be started through linked government portals.

What SEC registration actually gives you

Registering with the Securities and Exchange Commission (SEC) turns your business idea into a separate legal person. That separation is the whole point of a corporation: the company, not you personally, owns the assets, signs the contracts, and carries most of the liability. For many Filipino owners, the question is no longer whether to incorporate but how, and since the Revised Corporation Code took effect the answer has become far simpler. You can now form a corporation with a single incorporator, and you can create a One Person Corporation (OPC) designed specifically for solo owners who want limited liability without recruiting partners.

It helps to remember what the SEC does and does not do. The SEC registers and supervises corporations, partnerships, and certain other entities. It does not collect your taxes, issue your local permit, or enroll your staff in government benefits. Those come later, from the BIR, your city or municipality, and the social agencies. This guide focuses on the SEC step, because getting it right makes every later step smoother.

OPC or ordinary corporation?

The most important early decision is your structure. A One Person Corporation needs only one stockholder, who is simultaneously the sole director and the president. There are no co-owners to coordinate with and no by-laws to draft, though you must name a nominee and an alternate nominee who would step in if you die or become incapacitated. An ordinary stock corporation, by contrast, can have a single incorporator or anywhere from 2 to 15 incorporators, which suits businesses with several founders or investors.

Each form has trade-offs. An OPC is lean and fast to run but is not available to every type of business; banks, insurers, and some regulated activities cannot use it. An ordinary corporation involves more paperwork and a board, but it is more familiar to investors and lenders. If you are unsure which fits, it is worth a short conversation with an accountant or lawyer before you file, because changing structures later is more work than choosing well now.

How eSPARC and OneSEC fit together

The SEC moved registration online through a system called eSPARC. Think of eSPARC as the front door: you create an account, verify your proposed company name, encode your details, and upload signed documents. Within eSPARC there are two lanes. Regular Processing is reviewed by SEC staff and is used for more complex applications, including some foreign-owned structures. OneSEC is the fast, automated lane: most fields are pre-filled, there is little manual review, and an eligible company can receive its digital Certificate of Incorporation quickly. Eligibility for OneSEC is periodically revised, so confirm the current rules on the portal rather than assuming your company qualifies.

Getting the details right

Two small things cause most delays. The first is the company name. It must be distinguishable from names already on file and may need an industry descriptor, so prepare a couple of alternatives. The second is the accuracy of your encoded data. Once the system generates your Articles of Incorporation, correcting an error can mean redoing part of the process. Read everything before you sign and notarize, and make sure figures such as authorized capital are exactly what you intend. Since 2023 the SEC also expects every registrant to provide an official email address and mobile number, which it treats as your formal contact details.

After the certificate

A digital Certificate of Incorporation is a milestone, not the finish line. Your new corporation still needs a Tax Identification Number and the right tax types from the BIR, a barangay clearance, and a Mayor’s or business permit from your local government. As an employer you must also register with the Social Security System, PhilHealth, and Pag-IBIG. Some of these can be initiated through linked government portals, but treat each as its own task with its own documents and timelines. Budget time for these, because a bank will usually not open your corporate account until your BIR registration and local permits are in place, and suppliers will often ask for official receipts from day one.

Fees, timelines, and staying safe

SEC fees depend mainly on your authorized capital stock and the documents you file, and they are adjusted from time to time. For that reason, this guide avoids quoting a single peso figure; as of 2026 you should check the current fee schedule on sec.gov.ph before you budget. Timelines likewise vary between the OneSEC lane and Regular Processing. Pay only through the portal’s official channels, and be wary of anyone who offers to ‘guarantee’ approval for a side payment or asks for your login or one-time passwords. The SEC issues your certificate directly, and no legitimate agent needs your OTP.

This article is general civic information for Philippine business owners and is not legal or tax advice. For a complex structure, foreign ownership, or a regulated industry, consult a licensed professional and verify every requirement with the SEC itself.

Gabay is an independent guide and is not affiliated with any government agency. Fees, links and steps can change — always confirm on the official portal before you act. This is general information, not legal or financial advice.