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Business Registration in the Philippines – A How to

Learn How to Register and Incorporate a Business in the Philippines

Contact Us

+63 (02) 8540-9623
info@tripleiconsulting.com

Business Registration
Metro Manila Head Office

Address: 12F Sagittarius Building,
111, H.V. Dela Costa Street Salcedo Village, Makati City 1227
Tel: +63 (02) 8540-9623
Email: info@tripleiconsulting.com

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We interface with the SEC and DTI to register your business

Business registration, commonly known as company incorporation, stands as a fundamental prerequisite for initiating business operations in the Philippines. It serves as a pivotal measure in legitimizing your business endeavors, bringing forth a myriad of advantages for your company. Beyond averting potential legal complications, the benefits of business registration encompass the establishment of a corporate bank account, the freedom to promote and market your business to a broader customer base, the cultivation of trust among prospective clients and employees, and, ultimately, the authorization to conduct business activities in the Philippines.

At Triple i Consulting, our core services revolve around facilitating seamless business registration and incorporation processes in the Philippines. The Philippines, with its promising opportunities, beckons both local and international entrepreneurs, as well as multinational corporations. To navigate this landscape successfully, companies must grasp and adhere to prevailing laws and business regulations in the country. Before finalizing business plans and scheduling the company launch, a comprehensive understanding of legal requirements is paramount. Securing all requisite legal documents precedes the lawful operation of a business entity, with business registration and incorporation emerging as initial steps in a series of crucial procedures for any company.

Guide to Business Registration in the Philippines:

Business registration in the Philippines involves a sequential process culminating in legal establishment. The following outlines essential steps to successfully navigate the business registration procedure.

It is crucial to note that requirements may vary based on the chosen business structure. For personalized assistance in business setup, structure selection, and exploration of applicable tax incentives, we encourage you to contact us for an initial consultation.

  • Select and Prepare Company Name:
    • Have up to 5 company names ready, considering alternatives in case your primary choice is unavailable.
  • Reserve Business Name:
    • For sole proprietorships, register business names with the Department of Trade and Industry (DTI).
    • One person corporations (OPC) or domestic corporations should reserve names under the Securities and Exchange Commission (SEC). (Scroll down to learn more about the different types of business structures in the Philippines)
    • Cooperative industries must reserve names with the Cooperative Development Authority (CDA).
  • Prepare Required Documents:
    • Refer to the SEC, DTI, or CDA for specific business registration requirements. Alternatively, avail our initial consultation service for professional guidance and document preparation.
  • Articles of Incorporation (for Corporations) and By-Laws:
    • Corporations must prepare and submit Articles of Incorporation and By-Laws to the SEC to establish legal rights. One Person Corporations are exempt from By-Laws.
  • Submit Requirements to Relevant Government Agencies:
    • Corporations submit documents to the SEC, while Sole Proprietorships or One Person Corporations register with the DTI.
  • Register with Local Government Units (LGUs):
    • Confirm your location’s approval with the Locational Clearance from the Zoning Administration Division at City Hall.
    • Obtain a DTI or SEC certificate.
    • If you’re renting, secure a lease contract; if you own the space, provide the Title and Tax Declaration.
    • Get the Barangay Clearance from the Barangay Hall.
    • Complete the process with a Business Permit from the BPLO at City Hall.
    • Ensure safety with a Fire Safety Inspection Certificate from the Bureau of Fire Protection (BFP).
    • Finally, obtain the Mayor’s Permit from the Mayor’s Office at City Hall.
  • Register With the Bureau of Internal Revenue (BIR) Registration:
    • Accomplish and submit the following to the BIR:
      • BIR Form 1903 – Application for all business entities
      • BIR Form 0605 – Annual Registration tax payment form
      • BIR Form 1905 – Registration of Books of Account
      • BIR Form 1906 – Application for Authority to Print Receipts
      • BIR Form 2000 – DST Shares and DST Lease for a Domestic Corporation
  • Additional Steps for Corporations Hiring Employees:
    • Corporations hiring employees must register with government agencies providing benefits for housing, social security, and health:

Overview of Philippine Business Structures and Ownership Models:

Prior to commencing the incorporation process for your business in the Philippines, it is essential to discern the most suitable business ownership structure for your requirements. The following outlines various types of business structures governed by local laws, including sole proprietorship, partnership, domestic corporation (regular and one-person), and foreign corporations such as branch offices, representative offices, regional operating headquarters (ROHQ), and regional area headquarters (RHQ).

Business Structures Governed By Local (Philippine) Laws

  • Sole Proprietorship / Ownership:
    • Sole proprietorship, also known as sole ownership, involves a business owned by a single individual. The entity pays income taxes based on its profits and is typically suitable for consultants, freelancers, individual contractors, or small business owners. Registration for this type of business is facilitated through the Department of Trade and Industry (DTI).
  • Partnership:
    • A partnership business requires at least two individual owners, with duties and revenues divided among partners. Partnerships generally entail fewer legal requirements and tax responsibilities compared to corporations. Registration for partnerships is overseen by the Securities and Exchange Commission (SEC).
  • Domestic Corporation:
    • A regular domestic corporation possesses a separate juridical character from its stockholders. Similar to a Limited Liability Company (LLC) or Private Limited Company (PLC), it assumes its own liabilities and is responsible for legal obligations. Stockholders are liable only for their share capital. Registration is conducted through the SEC.
  • One Person Corporation (OPC):
    • An OPC is a domestic corporation featuring only one stockholder, who serves as the director and president. Unlike regular corporations, OPCs do not require multiple incorporators and directors. Creditors can only pursue the assets of the corporation, not the owner’s personal assets. Regulation is overseen by the SEC, distinct from sole proprietorship corporations under DTI jurisdiction.

Foreign Corporation Structures

  • Branch Office:
    • A branch office is an extension of a foreign-owned corporation, conducting business functions in the Philippines. It adheres to the laws of the country where the parent company originated.
  • Representative Office (PRO):
    • The PRO is a local office of a foreign corporation focused on establishing a corporate presence. It primarily handles communication, information dissemination, product promotion, and quality control. The representative office cannot earn income and lacks a separate legal personality.
  • Regional Operating Headquarters (ROHQ):
    • ROHQs provide qualifying services to a multinational company’s affiliates, subsidiaries, or branches in various markets. Income is allowed only from sources within the Philippines, and it cannot solicit or market goods and services on behalf of the multinational company.
  • Regional Area Headquarters (RHQ):
    • An RHQ supervises, communicates, and coordinates a multinational company’s subsidiaries, affiliates, and branches in the Asia-Pacific region. It is prohibited from conducting business or deriving income within the Philippines, relying on inward remittances for operational funding.

Supplementary Business Incorporation Compliances:

The procedures for business registration are contingent upon the specific characteristics of your enterprise. Certain businesses necessitate additional prerequisites and the acquisition of supplementary licenses.

Various enterprises in the Philippines that mandate licenses, permits, or certifications encompass, but are not restricted to:

Further Services Post Business Registration:

In addition to acquiring necessary licenses, businesses established in the Philippines must address various legal and compliance obligations inherent in business operations. We are pleased to offer comprehensive support to your newly established company through a range of corporate services, including:

Our team is dedicated to facilitating a seamless and compliant business environment for your organization.

We Can Help Assist You Complete These Tasks

Efficiency in time, effort, and cost is paramount when navigating through application processes, business registrations, and related requirements. Our expertise lies in streamlining these processes, enabling our clients to fulfill their business needs seamlessly while concentrating on the operational and growth aspects of their businesses.

Triple i Consulting stands as the pioneering ISO 9001:2008 firm in the Philippines specializing in company and business registration services. Should you require support in company incorporation or business registration, we invite you to reach out to us for personalized assistance.

For businesses undergoing registration and incorporation in the Philippines, the government has instituted an advantageous program to incentivize investments through various tax and non-tax benefits. Enterprises engaged in exporting products and services or operating domestic industries listed in the 2019 Investment Priorities Plan may qualify for tax benefits from the Board of Investment (BOI) or the Philippine Economic Zone Authority (PEZA), among other potential options.

Possible Benefits Include:

To arrange a complimentary initial consultation with one of our registration experts, please contact us through the provided channels:

Delegate the intricacies of business registration to us, allowing you to concentrate on accomplishing your core objectives.

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Top 40 Questions on Registering A Business In The Philippines
What types of business entities can I register in the Philippines?
Individuals or groups can register as Sole Proprietorships (at least 2 individuals), Partnerships (General or Limited), Corporations (Stock or Non-stock), and One Person Corporations (OPC).
What are the pre-registration requirements for business registration?
These include a valid business name, Identification of the owners, stockholders, incorporators, or partners as the case may be proposed business address. This typically includes filing and submitting the AOI, By Laws, FIA, and the Certificate of Authentication to the appropriate government agencies.
What must I accomplish after business registration?
After registering, businesses must comply with local government permits, Bureau of Internal Revenue (BIR) registration, Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Pag-IBIG Fund registrations for employers and employees, if any..
How long does the business registration process take?
The time frame varies depending on the business entity type and the completeness of the required documents, typically ranging from several weeks to months.
Can foreign enterprises register a business in the Philippines?
Yes, foreign enterprises can register a business in the Philippines, subject to certain restrictions and requirements. Please reference the latest Philippines’ Foreign Investment Negative List (FINL) for more information.
What kind of business entities can foreign enterprises set-up with the SEC?
Foreign entities can establish Representative Offices, Branch Offices, Regional Headquarters (RHQ), Regional Operating Headquarters (ROHQ), and wholly foreign-owned domestic corporations within the limits of the Foreign Investments Act.
What is the Foreign Investments Negative List (FINL)?
The FINL is a list that outlines the specific industries where foreign investment is restricted or limited. The current FINL is the 12th.
What industries are prohibited from foreign ownership in the Philippines?
These include mass media (except recording and internet business), small-scale mining, private security agencies, and the manufacture of firecrackers and pyrotechnic devices, among others.
Is there a minimum capital requirement for registering a business?
The minimum capital requirement varies depending on the type of business and whether it involves foreign ownership. Domestic enterprises may have no minimum requirements unless specified for regulated industries. There is no minimum capital for a domestic corporation who are composed of Filipinos, but there are for foreign investors under the FINL.
What are the fees for business registration?
Fees vary based on the registered entity type and the specific government agency. DTI registration for sole proprietorships starts at PHP 200, while SEC registration for corporations and partnerships has a higher cost structure based on authorized capital stock.
Can I register my business online?
Yes, businesses can be registered online for corporations and partnerships through the DTI or the SEC’s online systems.
Do online sellers, YouTubers, and bloggers need to register their businesses?
It depends. The DTI has made a clarification that not all online sellers are required to register, such as those selling intermittently or irregularly, as well as those selling homemade items as a hobby. Otherwise, they must register their business and comply with tax obligations mandated by the BIR.
Do I need to report income from international sources like Google Adsense?
Yes, income earned from sources like Google Adsense must be reported for tax purposes in the Philippines.
If a foreign company already taxes my income, do I still need to register in the Philippines?
Yes, even if income is taxed abroad, business registration in the Philippines is required, and tax obligations must be met as per local laws.
How can I use withheld tax from my income?
Withheld taxes can be used as tax credits against your tax liability when filing your income tax returns with the BIR.
Do I still need to register my business if I earn less than PHP 250,000 annually?
Yes, all businesses must register regardless of income, but incomes below PHP 250,000 annually are exempt from income tax.
What is the process for registering a business with the BIR?
This involves obtaining a Tax Identification Number (TIN), registering the business and books of accounts (through ORUS), and securing authority to print receipts and invoices.
What documents are required for BIR business registration?
Required documents typically include DTI or SEC registration, and valid IDs of the owners/partners/incorporators/directors.
How do you register a business with the Department of Trade and Industry (DTI)?
Choose a business name, ensure it is unique, submit the required documents, and pay the registration fee.
How do I reserve a company name in the Philippines?
This can be done through the DTI (with BNRS) for sole proprietorships or the SEC (with ESPARC) for corporations and partnerships, which offer online name reservation services.
What are the requirements for a foreign corporation to open a branch office in the Philippines?
To open a branch office, a foreign corporation must secure a license from the SEC and the required capital remittance.
How do I obtain a Mayor's or Business Permit?
Apply at the local city or municipal hall where the business is located, providing necessary documents such as a community tax certificate, barangay clearance, and DTI/SEC registration.
What are the specific requirements for registering a partnership?
These include the Articles of Partnership, partnership name, principal office address, partners' names, address, passport or TIN of the partners, and their contributions registered with the SEC.
Are there specific guidelines for registering a One-Person Corporation (OPC)?
An OPC requires a single incorporator/director who is also the sole shareholder, with specific guidelines on the nominee and alternate nominee.
How do I apply for tax incentives for my business?
Depending on eligibility, businesses may apply for incentives through the Board of Investments (BOI) or: Philippine Economic Zone Authority (PEZA), CEZA, SBMA & CDC, ZEZA, PIA, and ASEZA.
What are the annual regulatory requirements for a registered business?
These include annual financial statements, annual BIR tax filings, annual GIS, DOLE Annual Reports, and renewals of business permits.
How do I open a corporate bank account in the Philippines?
This requires SEC registration, articles of incorporation, bylaws, board resolution authorizing the account's opening, and signatories' identification documents.
What are the implications of the FINL on foreign-owned businesses?
The FINL affects the extent of foreign ownership allowed in specific industries and activities.
Can I register a sole proprietorship if I am a foreign national?
Foreign nationals can possibly get a sole proprietorship under specific conditions, such as following the FINL, and other requirements.
What legal obligations do I have after registering my business?
These include compliance with tax, employment, and industry-specific regulations and maintaining proper records and filings.
Are there special considerations for online businesses in terms of registration?
Online businesses must follow the same registration processes, with additional considerations for e-commerce regulations.
What government agencies are involved in business registration in the Philippines?
The DTI, SEC, BIR, SSS, PhilHealth, Pag-IBIG, DOLE, and Local Government Units (LGUs) are key agencies in the business registration process.
How do I register employees with the government?
Businesses must register employees with the SSS, PhilHealth, Pag-IBIG, and BIR for withholding taxes.
What are the tax obligations for a newly registered business?
These include income tax, VAT or percentage tax, withholding taxes, and other applicable taxes based on business activities.
How can I ensure compliance with BIR regulations?
Ensure accurate and timely filings of tax returns, payment of taxes, and maintenance of books of accounts are registered.
What are the advantages of registering a business in the Philippines?
The legal operation, access to financing, eligibility for government and private contracts, and business name protection. One great advantage especially for Foreign corporations with either a Branch Office or Representative Office in the Philippines is to have a legal personality in the Philippines. Which means that they may file a suit/ defend themselves in philippine court if needed.
Can a foreign national be a resident agent for a foreign corporation in the Philippines?
Yes, a foreign national can be a resident agent for a foreign corporation as long as the individual has a valid Philippines visa at the time of issuance, and is a residing in the Philippines. A foreign corporation must appoint a resident agent in the Philippines to receive legal notices.
What are the common mistakes to avoid during business registration?
Incomplete documentation, not checking the FINL, late registrations or renewals, and underestimating the importance of compliance.
Where can I seek professional help or consultancy for business registration in the Philippines?
Contact Us!