Business registration in the Philippines means working with multiple agencies, not making a single filing. A company first needs a registered address, then is incorporated with the SEC, registered as a taxpayer with the BIR, licensed to operate by its city, opens a bank account, and registers as an employer once it hires. One question shapes the path before any of that starts: who will own the company.
One question shapes the path before any filing starts: who will own the company. Philippine law treats a company differently depending on who owns it. Foreigners can own up to 100% of most businesses, but some activities are closed to them or capped by the Foreign Investment Negative List.
If every owner is Filipino, choose for the business you’ll have in two years: partners, investors, foreign shareholders.
If any shareholder is a foreign individual or company, start with three questions.
Above 40% foreign ownership, the company needs US$200,000 of paid-in capital. It can drop to US$100,000 under certain conditions.
Up to 100% foreign-owned, with no minimum capital, as long as the activity is off the Negative List.
Every corporation goes through the same stages, broadly in this order. Each has its own page in this guide.
The articles of incorporation must name a specific principal office in the Philippines. The address also decides which BIR office the company registers with, and the city hall looks at it for the business permit.
The SEC registers the company and issues a digital certificate of incorporation. The articles of incorporation and by-laws are filed online through eSPARC, and each incorporator signs electronically.
The BIR registers the company as a taxpayer and issues its Certificate of Registration. The company registers online through ORUS, within 30 days of the SEC certificate or before its first sale.
The city or municipal hall issues the mayor’s permit. It is required before the company operates, and renewed every year, in January in most cities.
A corporate account in the company’s own name. Many banks ask for the BIR certificate and the mayor’s permit first.
Once it has its TIN, the company gets its SSS, PhilHealth and Pag-IBIG employer numbers, then finalizes registration with each agency. Coverage is mandatory for private-sector employees, and the employer remits the contributions.
Through korp.ph, SEC incorporation takes about 10 working days when every shareholder is an individual. With a company as a shareholder it takes 4 to 6 weeks, mostly because a foreign parent’s documents must first be apostilled or authenticated abroad.
BIR registration, the business permit, the bank account and employer registration then take a further 4 to 6 weeks.
The SEC filing itself is short. The time goes into deciding what goes into it.