Doing Business in the Philippines as a Foreigner: Market Access, Company Setup, Visas and Tax in One Overview

Market access: check the 13th Negative List before anything else

Short answer: the default rule is that a foreigner may own up to 100% of a Philippine business unless the activity appears on the Foreign Investment Negative List. So the first job is not finding an office — it is checking every activity you plan to carry out, line by line, against the current 13th list.

The legal base is the Foreign Investments Act of 1991 (Republic Act No. 7042), amended by Republic Act No. 11647 on 2 March 2022. As amended, Section 5 lets a non-Philippine national do business, or invest in a domestic enterprise up to 100% of its capital, after registering with the SEC — or with the DTI for a sole proprietorship — unless an existing law or the Negative List prohibits or caps foreign participation (text of RA 11647).

The Negative List is issued by the President as an executive order. Executive Order No. 113, signed on 13 April 2026, promulgated the 13th Regular Foreign Investment Negative List; it was published on 17 April 2026 and, by its own terms, takes effect 15 days after publication (EO 113). The list has two parts. List A covers limits set by the Constitution and specific laws, and can be amended whenever those laws change. List B covers limits for defence, security, public health and morals, and the protection of small and medium enterprises, and may not be amended more often than once every two years. Amendments follow a recommendation from the Department of Economy, Planning, and Development (DEPDev). If you assessed your sector under the 12th list, re-check it against the new one.

Three special rules come up again and again:

• Small domestic-market enterprises. RA 11647 reserves micro and small domestic-market enterprises below a paid-in capital threshold to Filipinos. A lower threshold applies if the business uses advanced technology as determined by the DOST, is endorsed as a startup under the Innovative Startup Act (RA 11337), or has mostly Filipino direct employees and no fewer than 15 of them. Figures and conditions are in our guide to paid-up capital requirements.
• Retail. RA 11595 (2021) amended the Retail Trade Liberalization Act and sets its own conditions for foreign retailers; see foreign ownership in retail trade.
• Public services. RA 11659 (2022) amended the Public Service Act and narrowed the legal definition of a public utility, widening foreign participation in sectors such as airports, railways, expressways and telecommunications.

The working rule is "activities, not company names": if your purpose clause lists even one restricted activity, the whole company is capped at that activity's limit. How to read the list and how the 60/40 test is applied are covered in foreign equity restrictions explained; which sectors allow full ownership is in 100% foreign ownership in the Philippines. One hard line: using Filipino nominees to fake the ratio falls under the Anti-Dummy Law (Commonwealth Act No. 108) — see the Anti-Dummy Law and nominee risk.

What business should a foreigner start? Three questions before any industry list

Short answer: there is no universal "best business" for foreigners in the Philippines. A project is ready to register only when you can answer three questions: can a foreigner do it and at what scale, who exactly will pay you, and where your stock and licences will come from.

1. Can you do it, and how big must you start? The Negative List sets your ownership ceiling and the capital rules set your minimum scale, and domestic-market, export and retail businesses fall under different rules. Under Section 6 of the amended Foreign Investments Act, an export enterprise whose products and services are outside Lists A and B may be 100% foreign-owned, but a foreign-owned exporter must register with the Board of Investments and keep meeting its export requirement; if it fails, the SEC or DTI can order it to cut domestic sales to no more than 40% of total production. Whatever you write into your purpose clause is hard to change later without an amendment filing.

2. Who is the customer? Businesses that serve only the Chinese-speaking community ramp up quickly but hit a ceiling and face heavy copycat competition. Selling to Filipino consumers means price sensitivity, a mix of e-wallet and cash-on-delivery payments, and marketing that genuinely feels local. Selling to companies — supply, outsourcing, construction — is about collection cycles and invoicing discipline, because established corporate buyers expect a fully tax-registered supplier issuing proper invoices.

3. Where do stock and licences come from? Food, cosmetics, medical devices and many electrical products need FDA or product-standards clearance before they can be sold, and that clearance often takes longer than incorporating the company. Imported lines also need a realistic plan for customs, warehousing and replenishment. This question decides whether you have anything to sell on opening day.

Two more factors decide whether the business survives. Cash flow: rent, payroll and mandatory benefits do not pause during a slow ramp-up. Exit cost: closing a Philippine company is harder than opening one, and that is where failed projects lose the most — see why businesses fail in the Philippines.

We have already mapped common sectors and their ownership limits in small business ideas for foreigners, so this page does not repeat them or recommend any industry. To test demand cheaply first, read testing the market before you incorporate and how to run a feasibility study. For location, compare business costs in Manila, Cebu, Clark and Davao, and factor natural hazards into site selection — our Philippines earthquake safety guide shows where to check them.

Unsure about any of the three answers? Hold off on signing a lease. → Yixing business services · feasibility review

Choosing a vehicle: corporation, OPC, branch, representative office or DTI sole proprietorship

Short answer: most foreign investors end up with a domestic stock corporation or a One Person Corporation (OPC). A branch suits groups that want to trade under the parent's name and accept direct parent liability; a representative office cannot earn income in the Philippines; and a DTI sole proprietorship is open to foreigners but carries the same market-access and capital rules plus unlimited personal liability.

The five vehicles compared:

The Revised Corporation Code (RA 11232), in force since 2019, lets a single person form a corporation, which is why the OPC has become a common choice for owner-run businesses; filing duties are in our OPC guide.

On sole proprietorships, the DTI's own business-name FAQ is explicit: a foreign national aged at least 18 may register a business name, but must also obtain a Certificate of Registration of Sole Proprietorship or a Certificate of Authority to Engage in Business under the Foreign Investments Act. The same FAQ stresses that a business-name registration only gives the business a legal identity — you still need a business or mayor's permit to operate (DTI BNRS FAQ). For a foreigner, then, a sole proprietorship is no way around the investment rules, and because the owner answers for every debt personally, most people choose a corporation instead; compare them in DTI sole proprietorship vs corporation.

Liability and tax differences between a branch, a subsidiary and a representative office are set out in branch vs subsidiary vs representative office. If you would rather not hold the entity yourself, there are two alternatives: a joint venture with Filipino partners — the clauses you must nail down are in joint venture agreements with Filipino partners — or licensing your brand to a local master franchisee, compared in master franchise vs your own company. For a consumer brand entering from China, the full sequence is in bringing a brand to the Philippines.

A practical tip: decide the vehicle together with your visa plan and your banking plan. The entity determines who signs at the bank, who can petition for a foreign employee's work visa and how profits are taxed on the way home, so changing it afterwards means redoing most of the downstream paperwork.

Pick the wrong vehicle and capital, visas and tax all have to be redone. → Let Yixing help you choose the entity first

Registration order: SEC or DTI, then city hall, BIR and the social agencies

Short answer: registration runs in four linked stages — entity registration with the SEC (companies) or the DTI (sole proprietors); barangay clearance and the mayor's business permit; BIR tax registration and invoicing authority; and, once you hire, employer registration with SSS, PhilHealth and Pag-IBIG. Until the core registrations are complete, you are not legally operating.

1. Entity registration. Companies reserve a name and file articles of incorporation and by-laws through the SEC's online system; foreign-owned companies also file their foreign-investment forms and proof of inward remittance of capital. Sole proprietors register a business name with the DTI. Document lists for each stage are in requirements to set up a company.
2. Local permits. Get a barangay clearance, then apply for the mayor's permit through the city or municipal Business One-Stop Shop (BOSS). The Ease of Doing Business Act of 2018 (RA 11032) requires local governments to run one-stop shops with a unified form, but fire inspection, zoning clearance and address verification sit outside that clock and are the usual cause of delay.
3. Tax registration. Register with the BIR Revenue District Office (RDO) covering your registered address, receive your certificate of registration, register your books and obtain authority to issue invoices. The Ease of Paying Taxes Act (RA 11976), effective 22 January 2024, made the invoice the primary sales document; see the BIR EOPT page and invoicing rules in the Philippines.
4. Social agencies. When you hire your first employee, register as an employer with SSS, PhilHealth and Pag-IBIG, then file and pay contributions every month.

Whether stage 2 or stage 3 comes first varies between city halls and RDOs; realistic durations, parallel tracks and bottlenecks are in how long company registration takes, so we will not repeat them. Settle three things before stage 1: the registered address, because the lease and landlord documents decide whether local permits go through first time; the wording of your purpose clause, which decides your Negative List category and later licences; and the notarisation and apostille or consular authentication of foreign shareholder documents, which is the step most likely to stretch the whole timeline.

Industry licences are a fifth track. Selling food, cosmetics, drugs or electrical goods, or running a restaurant, school, construction firm or trucking fleet, needs a permit from the sector regulator on top of the core registrations — often before you open. For retail, see the licence matrix in opening a retail store in the Philippines.

Registration is not the finish line. The mayor's permit is renewed every January (business permit renewal), and SEC and BIR filings follow a fixed annual calendar, covered below.

The stages can run in parallel even while you are abroad, but one sequencing mistake resets the clock. → Yixing company setup support

Visas and work permits: owning shares is not permission to work

Short answer: owning shares and working are two different things. Scouting, attending meetings or signing contracts is generally done on temporary-visitor status; actually managing the company, drawing a salary or reporting to work in the Philippines requires an Alien Employment Permit (AEP) from the Department of Labor and Employment (DOLE) and a work visa from the Bureau of Immigration — most commonly the 9(g).

Keep three profiles apart:

• Passive investor. You stay abroad and attend only shareholder and board meetings. Normally you need neither an AEP nor a work visa. For business trips, see planning a business trip to the Philippines.
• Voting-only foreign director. Under earlier DOLE rules, board members who only vote and take no part in management were an excluded category that did not need an AEP. How the rules now in force treat this is for DOLE to determine, and where the title and the actual role differ, the actual role counts. What records to keep is covered in do foreign directors need an AEP.
• Resident owner or executive. Obtain the AEP first; the company then petitions for the 9(g). Sequencing and interim options are in AEP or 9(g): which comes first, and executive-specific points in 9(g) visas for executives and technical staff.

When processing an AEP, DOLE looks at whether a qualified Filipino is available for the position (the labour market test). Procedures and documents follow the department order currently in force — start at the DOLE Bureau of Local Employment page and read our full AEP guide. Work visas are decided by the Bureau of Immigration (immigration.gov.ph).

RA 11647 also added an obligation that is easy to miss: registered enterprises that employ foreign nationals and enjoy fiscal incentives must run an understudy or skills-development programme to transfer technology and skills to Filipinos, and DOLE monitors compliance. If you plan to apply for economic-zone or BOI incentives, build this into your staffing plan from day one.

Investors who do not want their status tied to a single employer can compare investor residence options in SIRV and SRRV investor visas. For which occupations are reserved to Filipinos and what a foreigner may do inside their own company, see what jobs foreigners can do in the Philippines.

A useful way to plan is to write down, for each foreigner involved, three facts: where they will physically be most of the year, what decisions they will make, and who pays them. Those three facts, not job titles, are what DOLE and the Bureau of Immigration look at.

A registered company whose owner is still on a tourist visa is a risky combination we see often. → Yixing AEP and 9(g) services

Banking, BSP registration and ongoing compliance: getting money in and back out

Short answer: banks apply enhanced due diligence to foreign-owned companies. Keep clean records of every capital remittance and consider registering the investment with the Bangko Sentral ng Pilipinas (BSP), because that registration is what lets you buy foreign exchange from banks to take capital and profits back out. After incorporation, BIR returns, SEC annual reports and the mayor's permit renewal come round every year.

Banking. Expect signatories to appear in person, plus board resolutions and proof of address; every bank's checklist is different — see opening a corporate bank account. Label foreign remittances clearly as capital or subscription payments so that the bank's inward remittance certificate matches their purpose.

BSP registration. RA 11647 defines "foreign investment" as an equity investment by a non-Philippine national in foreign exchange or other assets actually transferred to the Philippines and duly registered with the BSP. Under BSP foreign-exchange rules, an investment registered with the BSP (evidenced by a Bangko Sentral Registration Document, or BSRD) can be repatriated, and its earnings remitted, using foreign exchange bought from authorised banks; registration is needed only if you intend to buy that foreign exchange from banks. The BSP changed how it receives registration applications in 2026, so check the current FAQ on the BSP website before filing. Details are in BSP registration of inward investment and repatriating dividends and profits.

Recurring compliance. Every Philippine company has three standing duties: BIR monthly, quarterly and annual returns plus invoice control; SEC filings such as the General Information Sheet and audited financial statements; and the annual renewal of the mayor's permit. Missing any of them costs more in penalties and catch-up work than doing it on time. Use the BIR filing calendar and annual corporate obligations; opening and closing tax registrations are explained in BIR registration and closure.

Incentives. Export, manufacturing and IT-BPM projects can look at economic-zone or BOI incentives, but incentives bring extra reporting and performance obligations as well as benefits; compare them in ecozone vs BOI incentives.

Put together: market access sets your ownership ceiling, business fit sets your scale, the vehicle sets your liability, registration decides whether you may operate, visas decide whether you may stay and work, and banking and compliance decide whether money moves safely in and out. This article is general information; the rules are those currently applied by the SEC, DTI, BIR, BSP, DOLE and other agencies. For your own case, consult a licensed lawyer or accountant — this article is not legal advice.

Want the six checkpoints turned into one timeline, from the market-access review to your first tax filing? → Yixing business services · Yixing company setup advisory