Business Registration in the Philippines - A How to

Learn How to Register and Incorporate a Business in the Philippines
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Address: 12F Sagittarius Building,
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Tel: +63 (02) 8540-9623
Email: info@tripleiconsulting.com

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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