How to Register a Company in the Philippines: SEC Registration, Cost & Foreigner's Guide

Choose the Right Entity First: Corporation, OPC, Branch or Rep Office

Company registration in the Philippines starts with choosing a legal entity, because that choice drives your capital threshold, allowable foreign ownership and compliance load. The usual options:

• Domestic Corporation: a separate legal person that can operate as a foreign-owned, domestic-market company, the mainstream choice for most firms setting up locally.
• One Person Corporation (OPC): a single-stockholder variant with a simpler structure, suited to solo founders or wholly-owned subsidiaries.
• Branch Office: an extension of a foreign parent that can earn revenue, but liability sits with the overseas head office; it holds a License to Do Business rather than a certificate of incorporation.
• Representative Office: limited to liaison, promotion and brand activities and may not earn income locally, funded by parent remittances.
• Regional HQ (RHQ/ROHQ): a regional management or service hub for multinationals under specific rules.

Foreign ownership limits and a domestic-vs-export focus are usually the deciding variables, so review when 100% foreign ownership is possible before you file. If unsure, let the Yixing company setup team match an entity to your business first.

SEC Registration Philippines: From Name Verification to Certificate

For a corporation or OPC, the typical SEC registration sequence is:

1. SEC name verification: submit your proposed company name for a conflict check and reservation, confirming it is compliant and not already registered.
2. Draft the Articles of Incorporation & By-Laws: set out the business purpose, authorized capital, and stockholder and director structure.
3. File with the SEC and receive your certificate: once approved, the company legally exists; foreign entities instead receive a License to Do Business.

Finishing the SEC stage only means the company is "born." You still cannot legally invoice and trade until the tax and local-permit steps below are done.

After the Certificate: Bank Account, BIR Tax Registration and Permits

Several mandatory steps follow SEC registration, and skipping any of them blocks normal operations:

1. Open a corporate bank account and inward-remit paid-up capital: deposit the paid-up capital and obtain the bank's certificate of inward remittance as proof of funds.
2. BIR tax registration (Form 1903): obtain your Tax Identification Number (TIN), register your Books of Accounts, and apply for invoice/e-invoice authority, the step that lets you legally issue receipts and collect payment.
3. Barangay Clearance: secure the community-level clearance for your registered address.
4. Mayor's / Business Permit: apply to the city government for your operating permit, renewed annually.
5. SSS / PhilHealth / Pag-IBIG employer registration: mandatory as an employer the moment you hire staff.

Tax and employer compliance are ongoing obligations, not one-off tasks. If you plan expatriate and local hiring, arrange visa and HR and ongoing compliance support early.

Documents You Will Need (Including Overseas Authentication)

Requirements vary slightly by entity, but the core checklist includes:

• name verification application, plus Articles of Incorporation & By-Laws;
• identity and address proof for all directors/stockholders;
• documents issued abroad must be notarized and then consularized or Hague Apostilled;
• proof of registered address;
• proof of paid-up capital or financial capacity.

Special entities carry extra items: a branch also needs the parent's board resolution, financial statements and articles, plus a resident agent's acceptance letter (SEC F-103); a representative office needs proof of a US$30,000 annual remittance and files F-104. The overseas authentication chain is the most common cause of delay, so start it in parallel as early as possible.

Cost to Set Up a Company in the Philippines and How Long It Takes

Timeline: a purely domestic ordinary corporation usually takes about 2–4 weeks; foreign-owned entities, branches or regulated industries typically run 4–12 weeks, depending on document readiness and review pace.

Cost: the total has two parts, government fees (commonly starting in the tens of thousands of pesos and varying with capital and entity type) and professional service fees (scaled to complexity). To avoid misleading you, we do not quote a single fixed figure and instead price once the entity type and business scope are set.

For foreign-owned, domestic-market companies, a minimum paid-up capital threshold of US$200,000 commonly applies; it can be reduced when conditions are met, and export-oriented companies may be exempt. Capital planning drives your budget, so see the minimum paid-up capital requirements explained.

Company Registration Philippines for Foreigners: What to Watch

Foreign investors care most about three things: whether they can own the company outright, how much capital is required, and which license they hold.

• Ownership: most sectors allow substantial or even full foreign ownership, but some are restricted by the Foreign Investment Negative List and must be checked line by line.
• Capital: domestic-market foreign companies typically hit the US$200,000 threshold; export-oriented or qualifying companies may be reduced or exempt.
• Structure: use a branch to trade directly, a representative office for liaison only, or a domestic corporation/OPC to ring-fence risk in a separate legal person.

The negative list, capital determination and document authentication are where foreigners most often stumble. Always defer to the current rules of the SEC, BIR, DOLE and other authorities and to case-specific advice.