How to Incorporate a Company in the Philippines for 2026

March 30, 2026

For local entrepreneurs and foreign investors alike, incorporating a company in the Philippines marks the transition from an idea to a legally recognized entity with the power to own assets, enter into contracts, and limit personal liability. The Revised Corporation Code of the Philippines (Republic Act No. 11232) and recent SEC issuances have streamlined the formation process, but the core steps—naming, structuring share capital, appointing officers, and securing licenses—remain deliberate and regulated.

A well‑structured corporation avoids future bottlenecks when raising capital, registering with the BIR, or applying for incentives from the Board of Investments (BOI) or the Philippine Economic Zone Authority (PEZA).

Key Entity Types and When to Incorporate

Before any forms are drafted, investors must decide which type of juridical entity best fits their goals and ownership structure. The main corporate options under the Revised Corporation Code include:

Domestic Corporation: The standard vehicle for businesses with multiple shareholders; requires at least two but not more than fifteen incorporators, a majority of whom must be residents of the Philippines.
One Person Corporation (OPC): A single‑member corporation where one shareholder acts as both incorporator and initial director; ideal for solo entrepreneurs who want limited liability without co‑incorporators.
Partnerships and Other Non‑Stock Corporations: Used for professional practices (e.g., law firms, clinics) and nonprofit organizations, with distinct rules and registration paths.

Choosing the right entity affects future capital‑raising flexibility, tax treatment, and industry‑specific regulatory requirements. For example, companies seeking large‑scale foreign investment tend to favor stock corporations, while specialized service providers may opt for OPCs or non‑stock corporations.

Step 1: Name Reservation and Preliminary Requirements

The first formal step to incorporate a company is to secure an available and approvable corporate name. The SEC’s online iView system allows applicants to reserve a name by submitting an application and paying the reservation fee. The chosen name must be distinct from existing entities, must not be misleading or deceptive, and must comply with SEC naming rules.

At the same time, the incorporators must:

Verify that they meet the incorporator qualifications set by the Revised Corporation Code (at least two individuals, majority residents of the Philippines, unless forming an OPC).
Decide on the authorized capital stock, number of shares, and whether the shares will be par‑value or no‑par‑value, keeping in mind that the law no longer requires a minimum authorized capital for most stock corporations unless a special law applies (e.g., banking, insurance, etc.).

These preliminary decisions directly shape the Articles of Incorporation and By‑Laws, which are the next major deliverables.

Step 2: Drafting the Articles of Incorporation and By‑Laws

The Articles of Incorporation (AOI) are the primary charter document that establishes the corporation’s basic structure and legal persona. SEC‑generated forms now guide the drafting of this document, which must include:

Corporate name, purpose, principal office address, and term of existence (often set as perpetual under the Revised Corporation Code).
Names and addresses of the incorporators and initial directors.
Authorized capital stock, number of shares, par value (if any), and the amount of shares subscribed and paid‑up at incorporation.

For stock corporations other than OPCs, the By‑Laws are equally important. They govern internal processes such as:

Convening and conducting meetings of the Board of Directors and shareholders.
Election of officers and succession planning.
Voting rules, quorum requirements, and corporate governance policies.

OPCs are not required to have By‑Laws, but incorporators may still adopt internal guidelines for governance clarity.

Step 3: Capital Subscription and Paid‑Up Requirements

One of the most scrutinized aspects of the incorporation process is the capital structure. The Revised Corporation Code removed the mandatory minimum authorized capital for most corporations, but it retains thresholds for subscription and payment at the time of formation for many entities.

Common patterns include:

At least 25% of the authorized capital stock must be subscribed by the incorporators.
At least 25% of the subscribed capital must be paid‑up; the minimum paid‑up capital is typically ₱5,000, though specific industries (such as banking, insurance, and certain manufacturing or export activities) may require higher levels, sometimes tied to foreign‑ownership rules.

In practice, foreign‑owned corporations with majority foreign equity often face a de facto higher paid‑up capital requirement (commonly US$200,000) unless they qualify under the Foreign Investments Act exceptions for smaller‑scale or export‑oriented operations. The incorporators must also execute a Treasurer’s Affidavit (or its SEC‑integrated equivalent), confirming that the required capital has been received and is available for corporate use.

Step 4: Appointment of Corporate Officers and Compliance Roles

Once the AOI and By‑Laws are prepared, the proposed corporate officers and, if applicable, a Compliance Officer are identified. The Revised Corporation Code mandates that every stock corporation immediately organize after the election of the Board of Directors and elect at least the following officers:

President (who must be a director, and thus a shareholder/member in stock/non‑stock corporations).
Corporate Secretary (must be a Filipino citizen and resident).
Corporate Treasurer (must be a resident of the Philippines; not necessarily a citizen).
Compliance Officer (required for corporations vested with the public interest).

The Board of Directors, appointed by the incorporators, is responsible for formally appointing these officers and defining their duties in resolutions that align with the By‑Laws. The inclusion of a Compliance Officer signals to regulators that the corporation prioritizes governance and disclosure, which can be particularly valuable for BOI‑ or PEZA‑registered entities.

Step 5: Filing with the Securities and Exchange Commission (SEC)

The incorporation package (name reservation, AOI, By‑Laws, Treasurer’s Affidavit/cover sheet, and, in some cases, a Certificate of Bank Deposit or proof of capital) is filed with the Securities and Exchange Commission. The SEC now encourages the use of its iReport/iView online system, where documents can be uploaded and tracked in real time.

Key points during filing:

Domestic corporations must pay the SEC filing and registration fees, which are based on the amount of authorized capital stock and incorporate a legal‑research component.
Foreign‑owned corporations must comply with authentication or apostille requirements for foreign documents and may need to file additional undertakings or forms (such as the F‑100 form) depending on the foreign‑ownership structure and the supervising authority.

If the SEC determines that the corporation has complied with the Revised Corporation Code and its policies, it issues a Certificate of Incorporation, which legally creates the juridical person and allows the corporation to commence business. A subsequent General Information Sheet (GIS) must be filed within prescribed timelines to update the SEC on the corporation’s operations and officer details.

Step 6: Post-Incorporation Registrations and Permits

Securing the SEC Certificate of Incorporation is only the first of several registrations. To operate lawfully, the corporation must:

Register with the Bureau of Internal Revenue (BIR) to obtain a Taxpayer Identification Number (TIN) and secure the Authority to Print (for receipts and invoices), using BIR Form 1903 for corporations and the Certificate of Incorporation as a key attachment.
Obtain a Mayor’s Permit (Business Permit) from the local government unit where the principal office is located, usually after securing a Barangay Clearance and any industry‑specific clearances (e.g., fire, sanitary).
Register employers and employees for mandatory contributions to the Social Security System (SSS), PhilHealth, and Pag‑IBIG Fund.

For regulated industries (such as banking, insurance, BPO, or manufacturing), the corporation may also need sectoral licenses from the Bangko Sentral ng Pilipinas (BSP), Insurance Commission, or the BIR/FDA/PEZA, depending on the business activity. Foreign investors or companies with significant foreign equity may also pursue BOI or PEZA registration to access tax and duty incentives, using the SEC Certificate of Incorporation as a foundational document.

Final Thoughts

The decision to incorporate a company in the Philippines is a strategic commitment that unlocks limited liability, investor‑grade credibility, and access to formal financing and government incentives. The Revised Corporation Code and SEC’s 2026 initiatives have made many aspects of incorporation more flexible, especially around capital requirements and digital filing, but the underlying disciplines—careful choice of entity type, thoughtful drafting of the Articles and By‑Laws, and strict adherence to subscription and payment rules—remain critical.

For multinational enterprises, joint ventures, and local SMEs, working with experienced local advisors at the incorporation stage helps prevent future problems in corporate governance, tax planning, and expansion across regions or sectors. A well‑formed corporation from day one becomes a powerful platform for growth in the Philippine market.

Is Assistance Available?

Yes. Triple i Consulting is available to help you navigate the end‑to‑end process of registering a company in the Philippines. Our team guides local and foreign investors through entity selection, drafting of Articles of Incorporation and By‑Laws, capital‑structure design, SEC filings, and post‑incorporation registrations with the BIR, LGU, and social security agencies.