Company Registration in the Philippines: Requirements and Process

Choose the registration route before assembling documents

For a Philippine corporation, the registration authority is the Securities and Exchange Commission (SEC). A sole proprietorship instead uses the Department of Trade and Industry business-name route; a DTI name does not create a corporation. Partnerships also register with the SEC, but their governing documents and registration evidence differ. Quezon City’s permit guide illustrates these separate registry categories.

A domestic corporation is formed under Philippine law and can have foreign shareholders where permitted. An existing overseas corporation seeking a Philippine branch or representative office applies for a licence to do business rather than incorporating a local subsidiary. Those applications need their own parent-company and resident-agent preparation. Use the SEC’s current Regular processing selection to confirm the available company category.

Write the proposed business activity, customer market, owners and intended operating address on one page before selecting a portal option. A vague description such as “consulting and trading” can conceal activities with different ownership or licensing consequences. Resolve that ambiguity before anyone signs incorporation data.

Clear the ownership and capital questions first

Foreign investors must test the actual activity against the Constitution, sector laws and the 13th Regular Foreign Investment Negative List under Executive Order No. 113 of 2026 . The order reserves the listed activities subject to their stated conditions. Do not infer permission for a regulated activity from the availability of a registration form.

Under Republic Act No. 11647 , foreign participation can reach 100% where applicable restrictions permit. Micro and small domestic-market enterprises with paid-in equity below US$200,000 are reserved to Philippine nationals, subject to relevant special laws and statutory exceptions. The US$100,000 alternative requires advanced technology determined by DOST, endorsement as a startup or startup enabler by the relevant host agency, or a majority of direct employees being Filipino with at least 15 Filipino employees. A planned headcount alone does not establish compliance.

The Corporation Code’s general absence of a minimum capital-stock requirement does not remove these foreign-investment or sector conditions. Paid-in equity is company funding , separate from filing fees and professional charges. Identify which capital rule applies before choosing the share subscriptions.

For a proposed export business, confirm the applicable export classification and continuing conditions rather than assuming foreign customers automatically remove domestic-market restrictions. Keep the legal basis, supporting facts and unresolved questions with the filing brief. An ownership problem should trigger a structure review before document production.

Prepare one consistent incorporation file

Prepare a coordinated data file, then generate or assemble the documents required by the selected SEC route. The Revised Corporation Code, particularly sections 13, 24 and 116–124 supplies the legal foundation for the incorporation particulars, officer qualifications and OPC provisions.

• Settle the name, specific purposes, Philippine principal-office location and corporate term.
• Record incorporators, directors and subscribers with consistent names, nationalities and addresses; reconcile authorized shares, subscriptions and amounts paid.
• Identify the president, resident treasurer, and corporate secretary who is a Philippine citizen and resident. Check restrictions on combining offices.
• For an OPC, confirm the single stockholder’s eligibility, nominee and alternate nominee arrangements and consents. The single stockholder cannot also be corporate secretary; an OPC does not file bylaws.
• Collect identification, contact details and beneficial-ownership information required by the live application, with a named person responsible for each signatory’s verification.

Confirm whether bylaws, authority resolutions, regulator endorsements or foreign-issued supporting records are required for your particular application. Obtain the current document and authentication instructions before commissioning notarization, apostille or translation work. Digital authentication of the SEC application does not by itself settle every requirement for an overseas supporting record.

Run one consistency review across the ownership chart, share schedule, identity records and proposed address. Flag discrepancies in a change log and obtain the owners’ agreement on the corrected version. This prevents different advisers from sending conflicting facts to the registry, tax office and bank.

Submit through the current SEC route

For an eligible domestic corporation, submit through the current eSPARC route, complete identity credentialing and document authentication, pay the assessed fees, and retain the issued certificate and registered documents. The live eSPARC entry page integrates ZERO processing with eSECURE and the electronic Submission Authentication Portal (eSAP).

1. Choose OneSEC or Regular after checking the live conditions. OneSEC with ZERO terms require, among other conditions, natural-person incorporators and subscribers, an accepted predetermined purpose, common par-value shares paid in cash, and no required agency endorsement. A corporate shareholder or unsuitable purpose changes the route.
2. Create and credential the required signatories’ eSECURE accounts. Keep a signatory roster and resolve identity or contact mismatches before circulating documents.
3. Enter the name and incorporation particulars. Review the resulting articles and other generated records against the agreed data file before authentication.
4. Complete eSAP authentication using the credentialed accounts. Track each person’s completion; an invitation sent to a signatory is not evidence that authentication finished.
5. Pay the SEC assessment through the payment option specified for the application. Save the assessment, payment reference and confirmation together; investigate an unmatched payment against the existing application.
6. Monitor the application and compliance messages. Correct the stated issue in the identified application and preserve the revised version. Escalate a route or legal-eligibility problem instead of repeatedly resubmitting the same facts.
7. Download the digitally signed Certificate of Incorporation and registered documents when issued. Check the company name, registration details and document set before handing them to the tax and permit teams.

The SEC’s Regular selection notice states that domestic stock corporations, except lending and financing companies, have used ZERO processing since April 7, 2025. ZERO removes conventional physical signing and submission for its covered application documents. Follow the route actually assigned; older paper-submission instructions are not a universal checklist for every current application.

Connect incorporation to tax and local permits

Use the Philippine Business Hub continuation offered by eSPARC to apply for the company TIN and employer numbers from SSS, Pag-IBIG and PhilHealth. Check the resulting registrations individually. A portal handoff or issued identifier should not be treated as proof that every tax, employment or local-permit obligation has been completed.

For the BIR workstream, use the current Form 1903, October 2025 version and applicable filing channel. Match the exact registered company name, address, accounting period, business information, owners and authorized representative. Prepare the SEC certificate and articles, and the authority records needed where a representative acts. The form also addresses tax types and invoices; have the responsible accountant verify the resulting registration before trading.

The BIR’s corporation registration checklist identifies ORUS as an online route and treats invoice arrangements and books-of-accounts registration as matters requiring attention. Confirm the current requirements for the company’s chosen accounting and invoicing system. A TIN alone is not a complete tax handover.

For the premises, obtain the requirements from the actual city or municipality. In Quezon City, the new-business permit procedure asks for registration evidence, identification and ownership or lease documentation, then routes the application through relevant local departments. Ask your LGU how barangay clearance, zoning, fire, sanitary and activity-specific approvals are obtained or integrated. Requirements and inspection issues are location dependent.

Check the premises before making an irreversible lease commitment. Work on tax preparation and local-permit preparation in parallel where their inputs are available, while keeping each authority’s required prerequisites intact. Sector permissions, banking approval and foreign personnel’s work or residence permissions remain separate projects where applicable.

Plan around real dependencies and assessed charges

Build a schedule with separate start and finish conditions. The OneSEC name refers to a qualifying one-day submission and registration route; it is not a nationwide launch promise. Start the SEC stage only when the company fits the route and its data, signatories and payment are ready. Finish operating-readiness planning only when the last applicable tax, local and sector requirement is evidenced.

Quezon City publishes an estimated 1–3 days for its local application procedure; it does not specify those as business or calendar days. That estimate excludes your preparation and cannot be applied to another LGU or added mechanically to the OneSEC label. An end-to-end elapsed-day range cannot be reliably fixed without the activity, premises, route and outstanding dependencies.

Budget SEC assessed charges, local assessments, applicable taxes and third-party disbursements separately from adviser fees, capital and operating cash. BIR RMC No. 14-2024 ended collection of the PHP 500 annual registration fee from January 22, 2024. Current Form 1903 still lists PHP 30 loose documentary stamp tax for the certificate and applicable invoice printing costs. These are not an all-in registration price.

Request dated assessments and a written service scope stating tax treatment, exclusions and repeat charges. When comparing support for Philippines company registration , allocate each filing and handover to a named owner. This makes an attractive incorporation price easier to assess against the work needed after the certificate.

Control the registration handover with evidence

Use the following stop-point register to control the transition from filing to launch. It combines the separate SEC, BIR and local-government evidence requirements above; the release decisions are an editorial planning tool, not a new government approval system. Add the responsible person and actual document reference to each row in your project record.

Use an “unresolved” status when evidence is missing, even if a service provider reports the task as finished. A receipt proves payment; it does not prove an approval. A certificate for one address or entity should not silently be reused for another. These distinctions make the register useful when different teams finish at different times.

The broader registration-to-operations handover checks provide a transferable method for assigning records and money controls after incorporation. That global discussion is a project-management aid; the Philippine legal requirements come from the official sources linked here.

Decide whether the application is ready to file

Proceed to filing when the activity and foreign-ownership position are supported, the capital and share figures agree, qualified officers and signatories are available, and the intended premises have a workable permit path. An unresolved ownership restriction is a stop signal ; a formatting correction is a different kind of issue and should be handled within the application workflow.

Set a review date for every outstanding dependency and identify the person who can resolve it. If the business changes its activity, owners, location or capital plan before submission, revisit the affected analysis and generated documents together. Do not let a saved application preserve an arrangement that the founders have already abandoned.

At handover, retain controlled access to the company’s records and accounts, payment evidence and official correspondence. Assign ongoing SEC, BIR and local-compliance responsibilities before the registration team disengages. The useful finish is a documented decision about what the company can lawfully do next, with remaining approvals clearly assigned.