OCTIS vs sole proprietorship vs OPC vs corporation in the Philippines
DTI registers sole proprietors. The SEC registers One Person and regular corporations.
Last checked · 5 sources
Otty's short answer
A sole proprietorship through the DTI is the fastest and cheapest start for a Filipino freelancer or small shop, but the owner carries unlimited liability. A One Person Corporation through the SEC gives limited liability to a single owner. A regular corporation suits several owners. A foreigner serving the local market generally needs a corporation, with a US$200,000 capital rule.
Side by side
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| What matters | OCTISHong Kong company + OCTIS global plan | Sole proprietorship (DTI) | One Person Corporation (SEC) | Regular corporation (SEC) |
|---|---|---|---|---|
| Registered with | Companies Registry (Hong Kong) | DTI | SEC | SEC |
| Owners | At least 1 director (an individual) and 1 shareholder, anywhere | One person | One person | One or more, up to 15 incorporators |
| Separate legal person | Yes, a limited company | No | Yes | Yes |
| Liability | Limited to shares | Unlimited, personal | Limited to business assets | Limited to shares |
| Government fees (adviser estimate) | Included in the package | ₱5,000 to ₱15,000 total | Not published | Not published |
| Minimum capital, Filipino owner | No minimum capital | None | None | None (special laws aside) |
| Income tax | Two-tier profits tax (8.25% then 16.5%); Hong Kong-sourced profits only | 0% to 35%, or 8% option | 25%, or 20% if small | 25%, or 20% if small |
| Annual filing with SEC | Yes: annual return, audited accounts and profits tax return, prepared with OCTIS | No | Yes, within 120 days | Yes |
| Foreign-owned | 100% foreign ownership allowed | Possible, needs DTI authority | Possible, 100% outside negative list | Possible, subject to sector limits |
| Foreign capital, local market | No minimum capital | US$200,000 | US$200,000 | Higher thresholds if majority foreign |
If you have staff, premises or local sales in this country, its own registration and tax rules still apply. OCTIS can help you arrange them.
Data sources & disclaimer: Comparison data was compiled from publicly available sources — including the competitors' own published pricing and feature pages — captured on 9 November 2026. Figures reflect the typical or advertised pricing at that time and may have changed since; plans, inclusions and prices vary by provider, region and promotion. OCTIS is independent and not affiliated with the named companies; all trademarks belong to their respective owners. This comparison is provided in good faith for general information only and is not professional, legal or financial advice — please verify current details with each provider before deciding.
Which one fits you
OCTIS · Hong Kong company + OCTIS global plan
Choose OCTIS if you want a Hong Kong company with one or more owners living anywhere, and you will arrange Philippine registration if you have local staff, premises or sales.
Sole proprietorship (DTI)
Choose a sole proprietorship if you are a Filipino freelancer or small shop, want speed and low cost, and accept personal liability.
One Person Corporation (SEC)
Choose an OPC if you own the business alone and want limited liability, or you are a foreigner who wants full control.
Regular corporation (SEC)
Choose a regular corporation if you have co-founders, investors or plan to bring in shareholders.
What the table does not show
Tax is where the choice shows up
An adviser guide says a sole proprietor pays graduated rates of 0% to 35%, or can elect 8% on gross income above ₱250,000 when gross receipts are ₱3 million or less and the business is not VAT-registered. A corporation pays 25% of net taxable income, or 20% if net income is under ₱5 million and assets under ₱100 million. Dividends then carry 10% final tax. The same page shows a worked example that does not add up, so check the numbers with the BIR.
Foreigners and the capital rule
The same adviser says foreigners can own 100% of an OPC outside the Foreign Investment Negative List. A foreign-owned business serving the domestic market needs US$200,000 in paid-up capital, or US$100,000 with advanced technology or 50 Filipino workers. Export firms with 60% or more of revenue abroad may be exempt. The Corporate Secretary must be a Filipino resident.
Converting later
There is no direct conversion from sole proprietorship to OPC. You register the OPC, move assets by deed of assignment, then close the sole proprietorship. The OPC gets a new TIN and new permits. If growth is likely within a year, starting as an OPC avoids the double work.
Where OCTIS fits
OCTIS does not incorporate or keep books in the Philippines. If your Malaysian or Hong Kong company is setting up a Philippine entity, OCTIS bookkeeping can keep the home company's books and consolidate the subsidiary's statements prepared by a local accountant. Comparing the cost of serving Philippine clients from Malaysia or Hong Kong is another starting point. Ask about 10–30% off your current bill.
Frequently asked questions
Is an OPC better than a sole proprietorship?
An OPC gives limited liability and perpetual existence, but costs more and carries SEC annual filings. A sole proprietorship is quicker and cheaper but leaves the owner personally liable. Pick by risk and growth plans.
Can a foreigner register a sole proprietorship in the Philippines?
An adviser guide says yes, with a DTI Certificate of Authority to Engage in Business and the same US$200,000 capital requirement. Most foreign founders choose an OPC or corporation instead.
Is there a minimum capital to form an OPC or corporation?
The Revised Corporation Code sets no minimum capital for stock corporations except where a special law requires it. Foreign-owned firms serving the local market face the US$200,000 rule under foreign investment law.
Do I register with the SEC or the DTI?
The DTI registers sole proprietorship business names. The SEC registers corporations, including One Person Corporations. Both then need BIR and local permits.
Who must be corporate secretary of an OPC?
An adviser guide says the Corporate Secretary must be a Filipino citizen residing in the Philippines. The sole owner cannot hold that role. A nominee and an alternate nominee are also required.
Sources
Checked on the date above. Links open the provider's or regulator's own page.