Step 1: Choose the right entity type
| Entity type | Can generate revenue | Foreign ownership | Minimum paid-in capital | Best for |
|---|---|---|---|---|
| Domestic Corporation | Yes | Up to 100% (subject to the negative list) | US$200,000 for domestic-market foreign-owned | Most Chinese firms wanting a separate legal entity and asset isolation |
| One Person Corporation (OPC) | Yes | Up to 100% | US$200,000 for domestic-market foreign-owned | One person acting as shareholder + director + president |
| Branch Office | Yes | 100% (parent company) | US$200,000 inward remittance | A parent company wanting to extend its operations directly |
| Representative Office | No (liaison / promotion only) | 100% | US$30,000 / year inward remittance | Scouting the market first, setting up a liaison point |
| Regional HQ · RHQ / ROHQ | RHQ no · ROHQ yes | 100% | RHQ US$50,000 · ROHQ US$200,000 | Multinational groups establishing an Asia-Pacific headquarters |
Export-oriented enterprises (≥60% export) can be exempt from the US$200,000 threshold, dropping to as low as a few thousand pesos; employing ≥50 Filipino staff or using advanced technology can bring it down to US$100,000; entering an economic zone can, in some cases, reduce it to about US$50,000. It depends on what you do and who you sell to — let's talk it through and you'll know where you stand.
Documents required for registration
- ✓Name reservation application (company name approval)
- ✓Articles of Incorporation & By-Laws
- ✓IDs and proof of address for all directors / shareholders
- ✓Documents signed abroad must be notarized + consular authentication / Hague Apostille
- ✓Proof of registered office address (lease / address service)
- ✓Proof of paid-in capital / financial capacity (required for foreign-owned entities and branches)
- ✓For a branch, additionally: parent company board resolution, financial statements, articles, resident agent acceptance letter (SEC F-103 form)
- ✓For a rep office, additionally: board resolution, articles, proof of US$30,000 inward remittance, resident agent acceptance letter (SEC F-104 form)
Processing steps
- SEC name reservation and submission of registration documents for review
- Obtain the SEC Certificate of Registration / business license (License to Do Business for foreign entities)
- Open a corporate bank account, remit paid-in capital, and obtain the bank capital inward-remittance certificate
- BIR tax registration (Form 1903): obtain TIN, register books of accounts, apply for invoice / e-invoice authorization
- Barangay Clearance → Mayor's / Business Permit
- SSS / PhilHealth / Pag-IBIG employer registration (mandatory once you have employees)
A plain domestic-owned company takes about 2–4 weeks; foreign-owned / branch / regulated-industry setups take about 4–12 weeks (including SEC approval, capital inward-remittance certification, negative-list checks, and social security and municipal permits). Government fees typically start in the tens of thousands of pesos, plus a professional service fee — we give you a transparent breakdown itemizing government fees and service fees separately, with no hidden charges.
① Industries serving the local market are subject to the 60/40 foreign-ownership limit; going above 40% usually requires US$200,000 paid-in capital; ② Casually finding a Filipino to act as a nominee crosses the Anti-Dummy Law (反Dummy法) — both the funder and the nominee can face criminal liability, and company assets can be liquidated. What we do is build a lawful shareholding and capital structure, not find someone to act as a nominee.