Requirements to Set Up a Company in the Philippines: Shareholders, Directors, Capital, Address

The Six Requirements in One Table

Direct answer: the SEC will only accept an incorporation filing when all six items below are satisfied; any gap gets the application bounced at name reservation or articles review. Each row carries its legal basis so you can check it against whatever an agent or lawyer tells you.

Shareholder Requirements: How Many, and Do You Need a Filipino Partner

Direct answer: one person can form a Philippine company; the ceiling is 15 incorporators; and you need a Filipino shareholder only if your sector appears on the Foreign Investment Negative List. Section 10 of the Revised Corporation Code lets any person, partnership, association or corporation incorporate alone or with others, up to 15 in number. Natural-person incorporators must be of legal age and each must subscribe to at least 1 share. The old rule of 5 incorporators with a majority resident in the Philippines was deleted when RA 11232 took effect in February 2019.

A sole founder uses a One Person Corporation. Section 116 allows a natural person, trust or estate to form an OPC. A juridical person — your Hong Kong or Taiwan parent company — cannot be the single stockholder of an OPC, so a wholly owned subsidiary is structured as an ordinary stock corporation. The single stockholder must also name a nominee and an alternate nominee.

Foreign equity is the real gate. Mass media, retail below ₱25,000,000, small-scale mining, private security and a handful of other activities are reserved for Filipinos or capped at 40% under the 12th Negative List (EO 175, 2022). Everything outside the list — manufacturing, trading, IT-BPM, consulting — is open to 100% foreign ownership. How to run the check is in when 100% foreign ownership is possible. Do not use a Filipino nominee to get around a cap; that engages the Anti-Dummy Law (CA 108).

Director and Officer Requirements: Residency, Secretary and Treasurer Nationality

Direct answer: directors need not be Filipino and no longer need to be majority-resident, but the corporate secretary must be a Filipino citizen residing in the Philippines, the treasurer must be a Philippine resident, and the president must be a director. All three rules sit in Section 24 of RA 11232 and are where most foreign founders first get stuck.

Directors (Sec. 22): up to 15, each holding at least 1 share in their own name. The former requirement that a majority of directors be Philippine residents was removed, so an all-foreign board is legally possible. Two practical caveats: a foreign director who actually works and draws salary in the Philippines needs an Alien Employment Permit and a 9G visa, and every director and shareholder must hold a Philippine Tax Identification Number before filing (foreigners apply on BIR Form 1904), because the SEC articles form asks for it.

Officers (Sec. 24):

• President: must be a director; any nationality.
• Treasurer: must reside in the Philippines; any nationality. In an OPC the single stockholder may serve as treasurer if a bond is posted with the SEC.
• Corporate Secretary: must be a Filipino citizen and resident. The same person may not be both president and secretary, nor president and treasurer.

In practice nearly every foreign-owned company engages a local corporate secretary service and writes seal custody, signing authority and the annual General Information Sheet duty into the engagement letter; see how to appoint a corporate secretary and treasurer.

Capital Requirements: Four Tiers for Domestic, Foreign, Retail and Export Companies

Direct answer: a Filipino-majority company has no statutory minimum capital; a company more than 40% foreign-owned that sells to the domestic market usually needs US$200,000 paid-up; foreign-owned retail needs ₱25,000,000; and a foreign-owned enterprise exporting 60% or more of output is exempt from the US$200,000 rule. Getting the tier wrong shifts the budget by an order of magnitude.

Three further points. Capital has three layers — authorized, subscribed and paid-up — and SEC filing fees scale with authorized capital, so there is no reason to set it far above what you need. Original issuance of shares attracts documentary stamp tax of 1% (₱2 per ₱200 of par value, NIRC Sec. 174). Foreign-owned companies file SEC Form F-100 with the bank remittance certificate, and the remitter must match the shareholder of record. Structuring the three layers and the special-law minimums (lending companies at ₱1,000,000, for example) are covered in the minimum paid-up capital guide. All thresholds are subject to the latest SEC, DTI and investment-agency issuances.

The higher the authorized capital, the higher the SEC filing fee, while the only layer you actually have to evidence is the paid-up one; misread the tier once — treating a domestic-market foreign company as an exporter — and the budget is out by an order of magnitude. Let us set your tier from ownership and sales mix, then size the three capital layers →

Registered Address and Company Name Requirements

Direct answer: the registered address must name the street, barangay, city and province — the SEC rejects "Metro Manila" on its own — and the company name must be in English or Filipino and end in Inc., Incorporated or Corporation, with OPC appended for a one-person corporation.

Address. The SEC checks the format and the supporting document (lease or title) but does not inspect. The physical inspection comes later, when the city hall processes the Mayor's Permit and the fire and sanitation checks are done. Addresses that pass the SEC and fail the city fall into three groups: residential condominiums without a commercial-use consent, shared offices whose lease carries no distinct unit number, and virtual addresses with no staffed premises. Which stage a virtual office can survive is covered in our separate article on registered addresses.

Name. SEC Memorandum Circular No. 13 of 2019 bars names identical or confusingly similar to registered or reserved names; words such as bank, finance, lending, investment and insurance need prior endorsement from the BSP, the SEC's own market regulation arm or the Insurance Commission. Appending "Philippines" to your parent's name does not guarantee clearance. Name reservations in eSPARC expire if the filing is not lodged in time.

Term. Section 11 of RA 11232 gives every corporation perpetual existence by default unless the articles state a fixed term; the old 50-year cap is gone.

Document Checklist by Shareholder Origin

Direct answer: the SEC filing rests on 7 core documents — name reservation, Articles of Incorporation, By-Laws, Treasurer's Affidavit, cover sheet, identity and TIN of every director and shareholder, and proof of address; foreign-owned companies add Form F-100 and a bank remittance certificate; and any document issued abroad must be apostilled or, for Taiwan, legalised through MECO.

Two frequent rejection triggers: a passport name that does not match the spelling in the articles or bank forms (reversed given name and surname counts), and foreign documents issued longer ago than the receiving agency accepts. The Philippines joined the Hague Apostille Convention on 14 May 2019, so Hong Kong, Macau and mainland documents need a single apostille; Taiwan sits outside the convention and follows the three-step chain in the apostille and legalisation guide. Chinese-language originals also need a certified translation.

Once the Requirements Are Met: Time and Official Fees

Direct answer: with complete papers, a standard domestic company runs about 2 to 6 weeks from SEC filing to Mayor's Permit and a foreign-owned company about 6 to 12 weeks; official costs centre on the SEC filing fee, the 1% documentary stamp tax on shares and city hall charges, while the BIR's ₱500 annual registration fee was abolished in 2024.

Three parallel tracks set the calendar: authentication of foreign documents (Taiwan's three-step route usually adds 1 to 2 weeks over a Hong Kong apostille), TINs for foreign directors, and the lease for the registered address. Start all three at name reservation and the total is roughly the longest track; run them one after another and the durations add up. Stage-by-stage days and bottlenecks are in the timeline article linked at the top.

Official fees: the SEC filing fee is a percentage of authorized capital with a minimum amount (per the SEC's current schedule); documentary stamp tax on original share issuance is 1% (NIRC Sec. 174); local business tax and permit fees are assessed by industry class and capital and vary by city; the BIR annual registration fee of ₱500 was removed when the Ease of Paying Taxes Act (RA 11976) took effect on 22 January 2024. Amounts differ by office and period — rely on the latest official schedules. Yixing does not publish service pricing in this article.

The Order to Check the Requirements: Sector, Capital, People, Address, Papers

Direct answer: check in the order sector → capital → people → address → documents, because each answer sets the tier for the next.

1. Sector: run the activity against the 12th Negative List to learn whether foreigners may hold 100%, 60% or 40% — this decides whether you need a Filipino shareholder at all.
2. Capital: decide domestic versus export and whether the business is retail, landing on US$200,000, US$100,000, ₱25,000,000 or no minimum.
3. People: secure a qualified Filipino corporate secretary and a resident treasurer; plan TINs and later work permits for foreign directors.
4. Address: sign a lease that will survive the city hall inspection, with landlord consent in hand.
5. Documents: start apostille or MECO legalisation according to each shareholder's origin, in parallel with name reservation.

Taiwan-based owners also have outbound-investment reporting and CFC rules to consider, and Hong Kong parents should compare branch, subsidiary and representative office before choosing — both are covered in separate articles. We can run the five checks against your actual business before you file — see Yixing company setup advisory and on-the-ground support.

General information only. Thresholds and citations are subject to current SEC, BIR, DTI and investment-agency issuances; consult a licensed lawyer or accountant for your case. This article is not a substitute for professional advice.