Forming a domestic corporation in Bonifacio Global City (BGC), Taguig, offers US entrepreneurs a strategic entry into the Philippine market, with limited liability, access to a premium business hub, and potential foreign ownership of up to 100% in many sectors. BGC’s modern infrastructure, skilled talent pool, and proximity to Manila’s financial core make it ideal for tech, services, and export‑oriented ventures. Triple i Consulting supports US clients through every step, from SEC incorporation to Taguig permits and compliance, ensuring a smooth setup in this competitive district.
Why BGC Appeals to US Entrepreneurs
BGC stands out as a top choice for US entrepreneurs forming a domestic corporation due to its business-friendly ecosystem.
Bonifacio Global City combines world-class office spaces, PEZA-accredited buildings for incentives, and Taguig City’s efficient Business One-Stop Shop (BOSS) for local permits, attracting companies in IT-BPM, fintech, and professional services. US investors benefit from the district’s English-speaking workforce, reliable infrastructure, and strong ties to global markets. A domestic corporation structure also allows for full separation from US parent entities for local operations.
Foreign ownership rules permit up to 100% US equity in non-restricted sectors, making BGC a low-barrier hub compared to other Manila districts.
Domestic Corporation Defined for US Investors
A domestic corporation provides US entrepreneurs with a fully Philippine-incorporated entity under SEC rules.
Under the Revised Corporation Code, it is a separate juridical person formed by 2 to 15 incorporators (natural or juridical, local or foreign), offering limited liability and perpetual existence. US entrepreneurs can own up to 100% of the activities if they comply with the Foreign Investment Negative List (FINL), with no minimum paid-up capital required, but practical thresholds apply, such as PHP 5,000 for small entities or higher for foreign-owned ones.
This structure suits scaling US ventures locally without the complexities of branch licensing.
Capital and Ownership Rules for US Founders
US entrepreneurs must navigate specific capital and ownership parameters when forming a domestic corporation.
No mandatory minimum authorized capital exists; however, at incorporation, at least 25% must be subscribed, and 25% of that amount must be paid up, as proven by a bank certificate. For foreign-owned companies (with over 40% US equity), the minimum paid-up capital is PHP 200,000 (approximately USD 3,500), dropping to PHP 100,000 for export-oriented companies (with 60% or more exports) or PHP 5,000 for fully Filipino-owned companies.
US shareholders provide passports and TINs, while ensuring that the board composition respects the Anti-Dummy Law’s proportionality requirements if the company is partially Filipino-owned.
Key Officers and Incorporators Required
Appointing the right officers is a mandatory step for US-led domestic corporations.
Requirements include 2-15 incorporators/directors (each holding at least one share), a President (can be a non-resident US citizen if a director), Corporate Treasurer (Philippine resident), and Corporate Secretary (Filipino citizen and resident). US entrepreneurs often serve as President and directors proportional to equity, appointing local nominees or professionals for restricted roles to comply with the Anti-Dummy Law.
Step 1: Name Verification and Reservation
The process begins with securing a unique corporate name via the SEC’s online system.
US entrepreneurs verify availability through the SEC’s name search tool, reserving it for 30-90 days to avoid conflicts with obscene, misleading, or identical names. This digital step, completed via eSPARC, confirms that the name accurately reflects the BGC address and purpose before drafting documents.
Name approval is typically instant or within hours, setting the foundation for incorporation.
Step 2: Draft Articles of Incorporation and By-Laws
Core governing documents must be precisely prepared and notarized.
Articles detail the name, BGC principal office address, purposes (specific to avoid ultra vires issues), incorporators’ details, directors, capital structure, and subscriber info. By-Laws outline internal rules like meetings, voting, and officers’ powers, customized for US-style governance where possible.
US founders notarize these in the Philippines or via apostille/consularization if abroad.
Step 3: Treasurer’s Affidavit and Bank Certificate
Proof of capitalization is verified through sworn documents and banking.
The Treasurer executes a notarized affidavit confirming 25% subscription and paid-up capital, while US entrepreneurs open a Philippine corporate bank account (using draft Articles) to deposit funds and obtain a certificate. Minimum deposits align with ownership rules, e.g., PHP 200,000 for >40% US-owned. This step links financial commitment to legal formation.
Step 4: SEC Online Filing via eSPARC
Submission occurs entirely through the SEC’s electronic platform.
Upload encoded data, notarized Articles, By-Laws, name slip, Affidavit, bank certificate, and officer IDs/passports into eSPARC, generating fees based on authorized capital (filing fee PHP 2,000+, 1/5 of 1% of capital, legal research fee). Processing takes 3-7 working days for approval and Certificate of Incorporation issuance. US entrepreneurs receive the digital certificate remotely.
Step 5: BIR Registration and Tax Setup
Post-SEC, tax registration establishes fiscal compliance.
File BIR Form 1903 at the BGC-area Revenue District Office (RDO 40 South Quezon City or Taguig equivalent) with SEC Certificate, Articles, lease contract, and pay registration fee/DST, obtaining Certificate of Registration (2303), TIN, and books of account stamping. Register for VAT if applicable and secure printing authority for receipts.
This enables legal invoicing and operations.
Step 6: Taguig City and Barangay Permits in BGC
Local government approvals anchor BGC’s physical presence.
Obtain Barangay Clearance from the BGC barangay (e.g., Fort Bonifacio), then apply at Taguig City Hall’s BOSS for Mayor’s/Business Permit, submitting SEC/BIR docs, lease, fire/sanitary clearances, and fees based on gross receipts/capital. Zoning and locational compliance for BGC offices is standard.
Permits are issued within days via the BOSS streamlining process.
Step 7: SSS, PhilHealth, and Pag-IBIG Employer Registration
Hiring requires social welfare agency enrollment.
Register online with SSS (employer portal), PhilHealth, and Pag-IBIG using your SEC/BIR/Taguig permits, to obtain employer IDs for payroll remittances. DOLE registration follows if 5+ employees.
Fees and Timelines for BGC Setup
Budgeting and scheduling are key for US entrepreneurs.
SEC fees total PHP 5,000-20,000 depending on capital; BIR around PHP 500 + DST; Taguig/Barangay PHP 10,000-50,000 initially based on size. The full process, from name reservation to permits, takes 2-4 weeks with complete documentation; expert help can accelerate this to 10-14 days. Annual renewals add PHP 20,000-100,000.
Ongoing Compliance After Formation
Sustained obligations keep the BGC corporation in good standing.
File annual SEC General Information Sheet (GIS), Financial Statements (if applicable); BIR quarterly/annual returns; renew Taguig permits by January with audited FS; hold annual stockholder meetings; maintain registered books. US entrepreneurs monitor via a local CPA and a corporate secretary. Non-compliance risks penalties or dissolution.
Final Insights
US entrepreneurs forming a domestic corporation in BGC gain a compliant Philippine entity primed for growth in a world-class district, navigating SEC eSPARC, BIR, Taguig BOSS, and social agencies with precise execution. Ownership flexibility, low capital barriers for eligible sectors, and BGC’s advantages position this structure for success, supported by partners like Triple i Consulting for end-to-end efficiency.
Why Partner with Triple i Consulting
Our team at Triple i Consulting streamlines forming a domestic corporation in BGC for US entrepreneurs.
From structure design, document prep, eSPARC filing, to BIR/Taguig/social registrations and annual compliance, their expertise handles FINL checks, local officer sourcing, and PEZA applications if needed. Clients gain a turnkey setup, avoiding delays common to self-filers. Contact us today to schedule a consultation:
- Contact Us Here
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- Call us at: +63 (02) 8540-9623
- Send an email to: info@tripleiconsulting.com
