Register a Company in the Philippines (2026): Philippine Company Registration From SEC to BIR and Permits

Choose the Right Entity First: Corporation, OPC, Branch Office or Representative 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 and no By-Laws to file, suited to solo founders or wholly-owned subsidiaries — see the full OPC guide for the SEC requirements and annual GIS duty.
• 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 — see branch office vs subsidiary, including the tax implications of a branch.
• Representative Office: limited to liaison, promotion and brand activities and may not earn income locally, funded by parent remittances — see how to register a representative office in the Philippines.
• 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.

Register Company Philippines: SEC Registration From Name Verification to Certificate

Short answer: company registration in the Philippines starts at the SEC in three moves — name verification, filing the Articles of Incorporation, then collecting the certificate of incorporation. Every later step depends on that 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.

The SEC certificate clears only the first of four gates — invoice before BIR registration is done and penalties stack per filing period. → hand the remaining three gates to Yixing

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.

There is one detour worth naming: buying ready-made. Some founders skip the wait by purchasing an already-registered dormant company. But once the shares transfer, its tax arrears, missed annual filings and contingent liabilities transfer with them, and the due-diligence fees plus Capital Gains Tax and DST often cancel out the time saved. For the trade-off, see our guide to buying a shelf company in the Philippines.

See also: Where Is It Easiest to Do Business in Southeast Asia.

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. If the investor also intends to reside on an SIRV, whether you incorporate first or file the SIRV first affects the 180-day investment deadline — both timelines and the official fees are in how long an SIRV takes and what it costs.

Misread one line of the Negative List and a US$200,000 paid-up requirement lands in your budget after you have already picked the entity. → get your ownership cap and capital tier checked first

The Three Certificates Philippine Company Registration Must Produce

Direct answer: Philippine company registration ends with three certificates — the SEC certificate, BIR Form 2303 and the Mayor's Permit. Missing any one of them means you are not legally trading. They come from three different agencies, follow three different renewal logics, and have three different replacement routes if lost.

SEC Certificate of Incorporation. Domestic corporations and OPCs receive a Certificate of Incorporation. Foreign entities — branch office, representative office, RHQ/ROHQ — receive a Licence to Do Business instead, not a certificate of incorporation. Agents often blur the two, so check which one your engagement letter actually promises. The certificate carries the company name, SEC registration number and issue date; that number is required later for BIR, bank onboarding, bidding and work permit files. Filings made through the online one-stop channel are typically issued electronically and can be verified against the SEC's public company search — see how to check whether a Philippine company is really registered. The certificate has no expiry date, but the company stays in good standing only by filing the annual General Information Sheet and financial statements; see how the annual AFS filing works.

BIR Form 2303, Certificate of Registration. This is the one most owners underestimate. Form 2303 lists your Tax Types / registration line items — income tax, VAT or percentage tax, expanded withholding, withholding on compensation, documentary stamp tax. That list defines which returns you owe every month and quarter. A tax type you were registered for but never filed counts as a missed filing even at zero revenue, and penalties accumulate per period. On the day you receive 2303: map every tax type onto a filing calendar (see the Philippine filing calendar), register your books of accounts and secure invoice or receipt authority, and post the certificate with the required public notice at your place of business. Mechanics in BIR registration and deregistration explained.

Mayor's / Business Permit. Not a single filing but a chain: Barangay clearance at the registered address, then the city Business Permit and Licensing Office, local business tax assessed on your industry class and capital or gross receipts, a Bureau of Fire Protection inspection, and only then issuance. It is the only one of the three that must be renewed every year, in the window at the start of the calendar year, with surcharges and interest accruing monthly once you are late — see the business permit renewal guide. Leased addresses stall here most often; the landlord paperwork required is set out in what a landlord must provide for a leased business address, and the limits of shared or virtual addresses in whether a virtual office can be your registered address.

If a certificate is lost, apply to the issuing agency for a certified true copy — usually a board resolution or authorisation, an Affidavit of Loss and the applicable fee; the Mayor's Permit is reissued by the city that granted it. See how to execute an affidavit in the Philippines. Scan all three on the day they are issued and record the numbers in a company register; every later filing, bank form, tender and visa application asks for them. Any change to name, address, shareholding or purpose has to be reported to both SEC and BIR — see how to amend Philippine company details with SEC.

Four Mistakes Foreign Owners Make When Setting Up a Philippine Company

Direct answer: capital tier, statutory officer nationality, document authentication route, and the gap between incorporation and invoicing. All four come from importing home-jurisdiction habits into Philippine practice.

One: treating share capital as a nominal number. In Hong Kong you can incorporate on a token capital figure, and many jurisdictions set no statutory minimum at all. The Philippines does not gate on the authorised figure — it gates on paid-up capital for foreign-owned companies serving the domestic market, where US$200,000 commonly applies, reducible where advanced technology is used or a statutory number of direct local employees is hired, and potentially inapplicable to export-oriented operations. Get the tier wrong and the budget is off by an order of magnitude. See the paid-up capital requirements explained; figures are subject to the current rules of the relevant authority.

Two: assuming every officer can be your own person. Under the Revised Corporation Code the corporate secretary must be a Philippine citizen and resident, the treasurer must be a Philippine resident, and the president must also be a director. Plans built around a foreign founder, spouse and home-country accountant filling all three seats fail at the SEC counter, forcing re-signed and re-authenticated articles. The workable route is engaging a compliant local corporate secretary and writing scope, seal custody and document custody into the engagement — see how to appoint a corporate secretary and treasurer. Foreign nationals who actually work and draw salary in the Philippines generally also need an AEP and matching visa; the line between a nominal directorship and real employment is drawn in does a foreign director need an AEP.

Three: assuming one authentication route fits all origins. Corporate documents issued in Hong Kong, Macau and mainland China are accepted with a Hague apostille. Documents issued in Taiwan sit outside the convention and must be legalised through the Philippine office in Taipei — a different chain, different handling bodies and a different timeline. Two further rejection triggers: a passport English name that does not match the spelling on corporate or bank documents, and documents issued longer ago than the receiving agency accepts. Start the authentication chain in parallel with SEC name reservation — see the apostille and legalisation guide and, for Chinese-language originals, where to get certified translation in the Philippines.

Four: the name and the invoicing gap. SEC accepts English names only, and a domestic stock corporation ends in Inc. or Corporation — Limited/Ltd. generally signals a foreign entity, so the suffix is not a free choice. Similarity screening is also stricter than many founders expect; adding "Philippines" to a parent company name does not guarantee clearance. The costlier mistake is timing: incorporation does not create the right to invoice. Books registration and invoice authority at BIR come after, and money collected in that gap without a compliant receipt creates rework on both sides of the ledger. Schedule first collection after BIR, or contract first and invoice later.

And one hard line rather than a mistake: do not use a Filipino nominee to hold shares around an ownership cap in a restricted sector. That engages the Anti-Dummy Law, the arrangement can be struck down and both the beneficial owner and the nominee can face criminal exposure — see nominee shareholder risk explained. Hong Kong parents comparing branch, subsidiary and representative office should read how a Hong Kong company should enter the Philippines. This is general information, not legal or tax advice for your case.

Do You Need a Company Registration Agent in the Philippines?

Direct answer: fully Filipino-owned, standard articles, shareholders present in country and a properly leased address — you can file it yourself. Anything touching foreign equity, overseas documents, foreign directors or a regulated sector usually costs less through an agent. The line is not about competence; it is about how many trips you make and how long a single rejection sets you back.

Do it yourself when shareholders and directors are Filipino or already hold Philippine status, the articles are standard, capital is modest and the registered address has a clean lease. The online one-stop channel plus BIR and the city hall is genuinely walkable; the cost is your time and the trips back for missing paperwork.

Use an agent when overseas documents need apostille or Taipei legalisation, where one rejection costs two to three weeks; when foreign directors and shareholders need a Philippine TIN before the filing can be completed and are not in country; when a regulated sector needs a supervising agency endorsement whose queue you do not control; or when the local pieces — registered address, corporate secretary, an account signatory — simply do not exist in your network. The real value is running those tracks in parallel, not queueing on your behalf. On running things from abroad see managing a Philippine company remotely and authorisation letters versus a special power of attorney.

How to read a quote. A quote must separate government fees — SEC, documentary stamp tax, BIR, city business tax, fire — which carry official receipts, from the agent's service fee. Bundled into one number, you cannot see where the cost sits or whether the government leg has been marked up. See how Philippine agency fees are calculated; the same comparison logic applies to visa work in what agency services should cost and how low-price traps work.

Five questions before you sign:

1. How many certificates are in the deliverables? SEC only, or also BIR Form 2303, books registration, invoice authority and the Mayor's Permit — this is where scope quietly shrinks.
2. Who provides the registered address and can you get the lease? A shared address without landlord documents stalls at the Mayor's Permit.
3. Who serves as corporate secretary, and who holds the seal and originals? Put it in the contract, not in conversation.
4. Who handles foreign directors' TIN, AEP and visa? Left vague, it reappears as an extra charge after delivery.
5. What is the split between government fees and service fee, and will you get official receipts? Do not pay a government fee that cannot produce one.

Four warning signs: guarantees of approval or a fixed number of days; a request to put their nominated Filipino shareholders into your articles; a scope that mentions SEC but never BIR or the city hall; full payment with no staged delivery milestones. If it goes wrong, see what to do when an agency disappears. Bank onboarding detail sits in the Philippine corporate bank account guide, and if you are not sure you need a company yet, five light ways to test the market without incorporating.

A contract whose deliverable reads only "assistance with registration" often ends with the SEC certificate alone — BIR and the Mayor's Permit quoted again later. → ask for a quote that names all three certificates and splits fees