How to Register a Business in the Philippines From Australia

January 2, 2026

Australians can register a business in the Philippines from Australia by using the foreign investment rules under Republic Act No. 7042 (Foreign Investments Act) and structuring the venture as a partnership or corporation rather than a sole proprietorship. Most steps can be completed remotely via online SEC systems and through Philippine-based representatives with proper notarized and apostilled documents.

Understanding the Legal Framework for Australian Investors

Before choosing an entity or starting paperwork, Australians must understand how Philippine law regulates foreign business ownership and investment.

The Foreign Investments Act of 1991 (RA 7042, as amended) governs foreign ownership and requires the government to issue a regular Foreign Investment Negative List (FINL), which specifies sectors that are fully open, partly restricted, or reserved to Filipino nationals.

Key points:

Up to 100% foreign ownership is allowed in many sectors not on the FINL, including most export enterprises, IT‑BPM, and certain manufacturing or service businesses.
Some industries (e.g., mass media, small‑capital retail, certain land‑related activities) are restricted or capped at a maximum foreign equity (often 40%).
Sole proprietorships are limited to Filipino citizens, so Australians must invest through partnerships or corporations.

Checking the latest FINL and sector‑specific laws is essential to confirm how much of the business an Australian can own and whether 100% ownership is possible.

Choosing the Right Vehicle when Registering from Australia

Selecting the appropriate legal structure determines ownership limits, liability, capital requirements, and registration steps for Australians.

Common options:

Domestic corporation: A Philippine company with its own juridical personality. Australians can often own 40.01-100% equity in sectors not restricted by the FINL, making this the primary vehicle for long‑term operations.
Partnership: Australians can form a partnership with Filipino or foreign partners, but foreign share limits still follow FINL rules, and liability is typically less shielded than in a corporation.
Branch office or representative office: For extending an existing Australian company into the Philippines, subject to minimum capital (USD 200,000 for most branches) and activity restrictions (no revenue for representative offices).
Special economic zone setup (e.g., PEZA, Clark): For export‑oriented projects, locating inside a zone can allow 100% foreign ownership and tax incentives, provided the activity qualifies.

For most Australians asking how to register a business in the Philippines from Australia, a 100% foreign‑owned domestic corporation or export‑oriented corporation is the typical choice, where the sector allows it.

Ownership Restrictions and Capital Requirements

Foreign ownership and minimum capital rules must be addressed early in the planning process.

In sectors open to 100% foreign ownership, there is generally no foreign equity cap, but domestic market enterprises with more than 40% foreign equity usually require at least USD 200,000 in paid-in capital, subject to exemptions for high-tech or enterprises with 50 or more employees.
Export enterprises (usually those exporting at least 60% of output) may be allowed lower capital requirements, especially when using advanced technology or employing a significant number of Filipino workers.
Certain industries in the FINL remain fully or partly restricted (e.g., small‑capital retail, some public utilities, and specific land‑related industries), where Australians must either accept a 40% maximum or avoid the sector.

Understanding these thresholds ensures that Australians structure shareholdings and capitalization correctly before they start the registration process from overseas.

Preparatory Steps from Australia (Planning and Due Diligence)

Before filing with Philippine agencies, Australians should invest time in planning and legal due diligence.

Recommended preparatory steps:

Draft a business plan: Define the business model, sector, target market, and whether the venture will focus on exports or the domestic market.
Check FINL and sector laws: Confirm if the business is fully open, partly restricted, or prohibited for 100% foreign ownership.
Choose entity type: Decide between a domestic corporation, branch, or partnership based on ownership, risk, and long‑term strategy.
Engage local advisors: Work with a Philippine-based law or consulting firm experienced in foreign business registration to validate assumptions and align the structure with local rules.

A solid plan at this stage avoids costly restructuring later and makes the remote registration smoother.

How to Register a Corporation Remotely with the SEC

For Australians forming a domestic corporation, the central step is incorporating with the Philippine Securities and Exchange Commission (SEC).

The SEC now uses online platforms such as eSPARC/eSECURE and allows incorporators to be abroad, subject to notarisation and apostille of documents.

Typical steps include:

Name reservation: Reserve the proposed corporate name online via the SEC’s system, valid for a set period (often 30-90 days).
Prepare corporate documents: Draft and notarize Articles of Incorporation and By‑Laws, indicating the business purpose, share structure, directors (at least two under current rules, more in some structures), and a Philippine-registered office address.
Appoint directors and officers: Designate Australian and/or Filipino directors and officers, ensuring compliance with residency or nationality requirements (e.g., some roles and sectors still require Filipino or resident directors).
Treasurer‑in‑Trust and capital deposit: Name a Treasurer‑in‑Trust to open a bank account in the Philippines and deposit the paid‑in capital (often at least 25% of subscribed capital, with minimum thresholds depending on foreign equity and industry).
Submit to SEC online: Upload IDs, corporate documents, bank certificate, and other forms via eSPARC or related portals, then pay assessed SEC fees and documentary stamp tax.
Receive Certificate of Incorporation: Once approved (often within 10-15 working days for complete files), the SEC issues a Certificate of Incorporation, legally creating the corporation.

Many Australians complete these steps without traveling, by signing documents in Australia, having them notarised and apostilled, and authorising a local representative via Special Power of Attorney (SPA).

Post-SEC Registrations: BIR, LGU, and Social Agencies

SEC approval is only the first stage; the company must still become fully operationally compliant.

Key follow‑on steps:

BIR registration: Register with the Bureau of Internal Revenue to obtain a TIN and Certificate of Registration (BIR Form 2303), register books of accounts, and secure authority to print official receipts and invoices.
Local government registration: Obtain Barangay Clearance and Mayor’s/Business Permit from the city or municipality where the registered office is located, presenting the SEC Certificate, lease or title, and other local requirements.
SSS, PhilHealth, and Pag-IBIG employer registration: Once hiring starts, register as an employer with these agencies to remit mandatory social contributions for employees.

These steps are normally handled on the ground by a Philippine-based representative or service provider, while the Australian owners coordinate remotely and receive copies of all registration documents.

Using Special Economic Zones and Incentives

Australians whose business models involve exports, manufacturing, or IT‑BPM may benefit from locating in a Philippine Economic Zone Authority (PEZA) zone or other special jurisdictions like Clark or Subic.

Advantages:

Access to income tax holidays, special tax rates, and VAT/duty exemptions on qualified imports and local purchases.
Streamlined customs and permitting within the zone.
In many cases, 100% foreign ownership is allowed for export enterprises, regardless of nationality.

Choosing between a regular city location and an ecozone should be part of the planning phase, as it affects address, permits, and incentive applications.

Practical Considerations for Australians Registering Remotely

Practical issues often matter as much as the law when registering from overseas.

Important considerations:

Document legalization: Philippine authorities require notarised and apostilled documents executed abroad (e.g., passports, SPAs, and board resolutions).
Local registered address: A Philippine address is required for SEC and LGU; Australians often use leased office space, serviced offices, or compliant virtual office arrangements, depending on the city’s rules.
Bank account opening: Banks may require in-person signatories, but some allow local signatories and later updates; planning this step with a local partner is essential.
Tax residency and double taxation: Australians should consider how Philippine corporate taxes interact with Australian tax obligations and whether any double taxation agreements apply.

Addressing these items early makes remote setup more predictable and reduces back‑and‑forth communications.

Compliance and Ongoing Obligations after Registration

Successful registration is only the beginning; Australian-owned corporations must also comply with ongoing Philippine obligations.

Regular requirements include:

SEC filings: Annual General Information Sheet (GIS) and audited financial statements by prescribed deadlines.
Tax filings: Monthly/quarterly VAT or percentage tax, withholding taxes, and annual income tax returns, all properly supported by books and receipts.
LGU renewals: Annual renewal of Mayor’s/Business Permits and Barangay Clearances.
Labor compliance: Proper employment contracts, minimum wage and 13th‑month pay compliance, and timely remittance of SSS, PhilHealth, and Pag‑IBIG contributions.

Engaging local accountants and legal/compliance support helps Australian owners manage these responsibilities without being physically in the Philippines.

Final Thoughts

For Australians evaluating how to register a business in the Philippines from Australia, the key is to combine a clear understanding of the Foreign Investments Act and FINL with the practical mechanics of SEC, BIR, LGU, and social-agency registrations, most of which can now be handled remotely through online systems and local representatives.

By choosing an appropriate structure (often a domestic corporation), confirming sector-specific foreign ownership limits and capital requirements, and sequencing SEC incorporation with tax and permit registrations, Australian investors can establish a compliant Philippine presence while remaining based in Australia, positioning their companies to access Southeast Asia’s growing market.

Is Assistance Available?

Yes. Begin your Philippine expansion by mapping your industry against the Foreign Investment Act and the latest Negative List, then outlining the exact SEC, BIR, and LGU steps you will need to complete from Australia to stay compliant.

Engage our qualified Philippine-based advisors early to handle document apostille, local filings, and post-registration tax and labor obligations so you can focus on strategy and market entry while your business is set up correctly from day one. Contact us today to schedule an initial consultation: