Company Registration in the Philippines: 2025 Guide to Getting Started

December 2, 2025

The Philippines’ sustained economic growth and expanding consumer market continue to attract both local founders and foreign investors seeking to formalize and scale their ventures through proper company registration. Company registration is more than a formality; it gives your business legal identity, enables you to open bank accounts, hire employees, access credit, and operate confidently in compliance with Philippine laws.

What Company Registration Means

Company registration is the legal process of formally establishing your business with the Philippine government authorities so it can operate as a recognized entity. It typically involves registering with the Securities and Exchange Commission (SEC) or the Department of Trade and Industry (DTI), securing tax registration with the Bureau of Internal Revenue (BIR), and completing local and social agency registrations.

Through this process, your business becomes distinct from its owners (for corporations and partnerships), can enter into contracts, own assets, incur liabilities, and is required to comply with tax and regulatory obligations. Proper registration is essential to avoid penalties, build credibility with clients and partners, and gain access to banking and financing facilities.

Government Offices Involved in Company Registration

Multiple agencies play specific roles in company registration, and understanding their functions helps you plan the correct sequence of actions.

Securities and Exchange Commission (SEC)

The SEC is the primary registrar for corporations and partnerships. It handles:

Name reservation and approval.
Registration of Articles of Incorporation, By-laws, and related documents.
Issuance of the Certificate of Incorporation (or License to Do Business for foreign entities).

Requirements often include notarized Articles and By-laws, Treasurer’s Affidavit, proof of capital deposit or inward remittance, and, for corporations with more than 40% foreign equity, additional forms like SEC Form F-100.

Department of Trade and Industry (DTI)

DTI handles business name registration for sole proprietorships. Once registered, the owner may proceed to tax registration and local permits. DTI does not create a separate legal entity; it only recognizes the trade name used by the individual owner.

Bureau of Internal Revenue (BIR)

The BIR is responsible for:

Issuing the Tax Identification Number (TIN).
Registering books of accounts.
Granting authority to print official receipts and invoices.
Issuing the Certificate of Registration (BIR Form 2303).

All businesses must register with the BIR to pay income tax, VAT or percentage tax, and withholding taxes where applicable.

Local Government Units (LGUs)

The LGU, through the city or municipal Mayor’s Office, issues the Mayor’s or Business Permit. This usually requires barangay clearance, proof of address (lease or title), fire and sanitation clearances, and your SEC/DTI documents.

Social Agencies: SSS, PhilHealth, Pag-IBIG

If your company will have employees, you must register as an employer with:

Social Security System (SSS)
PhilHealth (health insurance)
Pag-IBIG Fund (housing and savings).

Employer registration allows you to remit mandatory contributions for staff and remain compliant with labor and social legislation.

Main Types of Business and Where They Register

Choosing the right business type is a core part of company registration, as each has different legal implications, capital rules, and registration pathways.

Sole Proprietorship

A sole proprietorship is owned by one individual who is personally liable for all obligations. It is the simplest form and suits small, low-risk ventures.

Registration agencies: DTI for business name, then BIR and LGU.
Foreign-owned sole proprietorships may be allowed if they meet a minimum capital requirement of USD 200,000 and do not fall under the Foreign Investment Negative List (FINL).

Partnership

A partnership is formed by two or more persons contributing money, property, or industry to a common fund. It becomes a separate juridical person once registered.

Registration agencies: SEC for partnerships with capital of PHP 3,000 and above (DTI if below PHP 3,000), then BIR, LGU, and social agencies if employing staff.

Domestic Corporation

A corporation is a separate legal entity with up to 15 incorporators acting collectively. It can be stock (for profit) or non-stock (non-profit).

Domestic corporations can be:
- 100% Filipino-owned, with minimum paid-up capital often starting at PHP 5,000.
- Up to 40% foreign-owned with similar minimums.
- More than 40% to 100% foreign-owned, often subject to a general minimum paid-up capital of USD 200,000 unless eligible for reduced thresholds (e.g., export enterprises or advanced technology use).
Registration agencies: SEC (corporation registration), then BIR, LGU, and social agencies.

One Person Corporation (OPC)

An OPC is a corporation with a single stockholder, introduced by the Revised Corporation Code. It combines limited liability with single-owner control.

The single stockholder acts as sole incorporator, director, and president, and must appoint a corporate secretary (Filipino citizen) and a resident treasurer within 15 days.
Capital requirements depend on nationality and revenue sources; foreign OPCs serving mainly the domestic market may face the USD 200,000 minimum, while those with majority foreign-sourced income may register with lower capitalization.

Cooperative

Cooperatives are member-owned associations created to meet common economic, social, or cultural needs.

Registration agency: Cooperative Development Authority (CDA), not SEC.
Capital: Generally at least PHP 15,000, rising to PHP 100,000 or more for multi-purpose cooperatives.

After CDA registration, cooperatives must still secure local permits and BIR registration.

How to Register a Company

The exact sequence may differ by business type, but most corporate and partnership registrations follow a similar flow.

Choose Business Structure and Check Restrictions

Decide whether you will form a sole proprietorship, partnership, corporation, OPC, or cooperative. For foreign shareholdings, verify whether your intended activity appears in the FINL, which limits foreign ownership in certain sectors such as mass media, land ownership, and some public utilities.

Reserve and Register Business Name

Corporations/Partnerships: Reserve the proposed name via the SEC’s online systems (e.g., eSPARC or the SEC Company Registration System). The name must be unique and legally acceptable.
Sole Proprietorships: Register the business name with DTI, typically valid for five years.

Prepare Foundational Documents

For corporations and partnerships, prepare:

Articles of Incorporation (or Partnership) and By-laws.
Treasurer’s Affidavit attesting that paid-up capital has been received.
Bank certificate or evidence of inward remittance for capital.
For corporations with more than 40% foreign equity, additional SEC forms (e.g., Form F‑100) are required.

Documents must usually be notarized, and foreign corporate documents apostilled or consularized if applicable.

Submit to the SEC or DTI and Obtain Registration

SEC: File all documents, pay fees based on authorized capital, and wait for issuance of the Certificate of Incorporation or License to Do Business for foreign branches and representative offices. Processing may take around 10-15 business days if the requirements are complete.
DTI: For sole proprietorships, registration is often completed within a day through DTI’s online or in-person channels.

Secure Barangay Clearance and Mayor’s/Business Permit

Proceed to the barangay where your principal office is located to obtain a barangay clearance, then to the LGU’s Business Permits and Licensing Office for the Mayor’s Permit.

Typical LGU requirements include:

SEC or DTI registration documents.
Barangay clearance.
Lease contract or land title.
Zoning or locational clearance and fire safety certificates, if required.

Register with the BIR

At the BIR Revenue District Office (RDO) with jurisdiction over your business address:

Apply for registration (e.g., BIR Form 1901 for individuals, 1903 for corporations/partnerships).
Secure a TIN if one has not yet been issued.
Pay registration fees and documentary stamp tax where applicable.
Register books of accounts (manual, loose-leaf, or computerized).
Obtain authority to print official receipts/invoices and BIR Certificate of Registration (Form 2303).

This step enables you to issue valid tax receipts and file required tax returns.

Register as an Employer with SSS, PhilHealth, and Pag-IBIG

If you will hire employees, enroll as an employer:

SSS: Submit Employer Registration (R‑1) and Employment Report (R‑1A).
PhilHealth: File Employer Data Record (ER1) and Employee Report (ER2).
Pag-IBIG: Complete employer registration forms and provide SEC/DTI documents.

These registrations allow proper remittance of mandatory contributions.

Special Considerations for Foreign-Owned Companies

Foreign investors must pay close attention to ownership limits, capital thresholds, and additional regulatory requirements.

FINL compliance: Activities not included in the FINL generally allow up to 100% foreign ownership; those in the list may be fully or partially restricted.
Minimum paid-up capital: Many 100% foreign-owned corporations require a paid-up capital of at least USD 200,000, with some exceptions for export or high-tech ventures, or those employing substantial Filipino labor.
Licensing of foreign entities: Branch offices, representative offices, and regional headquarters must obtain SEC licenses and appoint a resident agent before operating.

Failure to structure shareholdings correctly at the start can cause registration delays or the need to restructure later.

Ongoing Compliance After Registration

Company registration does not end at incorporation; continuing obligations ensure that your business remains in good standing.

SEC filings: Annual General Information Sheet (GIS) and Audited Financial Statements filed within prescribed deadlines.
BIR compliance: Monthly, quarterly, and annual tax returns; proper issuance of receipts; maintenance of books.
LGU renewals: Annual renewal of the Mayor’s Permit and payment of local business taxes.
Labor and immigration: Correct employment contracts, minimum wage compliance, 13th month pay, and proper work visas/Alien Employment Permits for foreign staff.

Proactive compliance management protects your company’s reputation and avoids fines or suspension.

Practical Tips for Smooth Company Registration

Plan the sequence: SEC/DTI first, then barangay and Mayor’s Permit, followed by BIR and social agencies, as many offices require documents from the previous steps.
Prepare complete documentation: Incomplete filings are the main cause of delays, especially for foreign-owned entities.
Use online systems: SEC eSPARC, some LGU e-portals, and online appointment systems can significantly cut waiting times.
Consult professionals: Engaging experienced lawyers, accountants, or corporate service providers is especially helpful for foreign investors or more complex structures.

Final Thoughts

Proper company registration in the Philippines gives your business legal certainty, unlocks access to financial and commercial opportunities, and builds trust with employees, partners, and regulators. By choosing the right structure, following the correct registration sequence, and staying on top of compliance, you position your enterprise for sustainable and credible growth in one of Southeast Asia’s most dynamic markets.