How to Incorporate a Company in the Philippines — 2025 Guide

Updated: July 15, 2024

With the Philippines projected to achieve robust economic growth of 6.1% year-on-year in 2025, now is the perfect time to consider expanding your business and establishing operations in the country. This impressive growth fosters a thriving business environment and presents abundant opportunities for companies looking to tap into the dynamic Southeast Asian market.

While the Philippine government has made significant strides in opening its economy to foreign investors, some key considerations still persist. Let’s delve into the process of incorporating a company in the Philippines in 2025.

Moreover, the Philippines provides several types of business entities, each with unique requirements, this article will specifically focus on the process of incorporating a domestic corporation, akin to a limited liability company.

• What Are the Requirements for Incorporating a Company in the Philippines?
  • Executive Breakdown
  • Foreign Equity
  • Capital Requirements
• What Are the Steps for Incorporating a Company in the Philippines?
  • SEC Registration
  • Acquiring Barangay Clearance
  • Obtain Business Permit From Local Mayor’s Office
  • BIR Registration
  • Register as an Employer
• What Should You Do After Company Registration?
• Frequently Asked Questions

Requirements for Incorporating a Company in the Philippines?

To ensure a seamless and compliant incorporation process when establishing a company in the Philippines, it is vital to meet specific key requirements. Here are the essential steps and prerequisites to consider:

Executive Breakdown

• Two to 15 directors or incorporators (majority need to reside in the Philippines)
• At least four officeholders is required:
  • President acting as the company’s signatory (does not have to be a resident of the Philippines)
  • Corporate Secretary
  • Corporate Treasurer
  • Compliance Officer

Foreign Equity

A domestic corporation in the Philippines may have foreign equity, which is broken down into three brackets:

• >40.01% Foreign Equity
• <40% Foreign Equity
• 0% Foreign Equity (100% Filipino-owned)

Related Read: How to Set Up a Domestic Corporation in the Philippines

Capital Requirements

Please note that capital requirements depend on the foreign equity bracket mentioned above, and the dollar-to-peso conversion will be based on the exchange rate at the time of the transaction.

• 0% foreign equity – any amount sufficient to support your operations
• <40% foreign equity – any amount sufficient to support your operations
• >40% foreign equity – USD 200,000

In addition, under RA No. 7042, as amended by RA. No. 8179 capital requirements can be further reduced for those with >40% foreign equity if a domestic enterprise involves advanced technology or employs at least 50 direct employees with paid-in equity capital of less than the equivalent of US$100,000

Capital can be injected once the company has acquired a local bank account.

Capital requirements can be reduced by:

• Employing a minimum of 50 Filipino citizens → minimum capital requirement of US$100,000
• Can prove the use of advanced technology in the company’s operations → minimum capital requirement of US$100,000
• Exporting at least 60% of product → minimum capital requirement of US$100

Steps for Incorporating a Company in the Philippines?

1. Register your Business with the SEC

The Philippine Securities and Exchange Commission (SEC) has quite a mature online system on their website for reserving and registering your company name and details. Simply create an account in the SEC’s eSPARC Portal to commence the registration process and submit the documentary requirements.

During this process, you will also need to provide the following documents to the SEC:

• Your company’s Articles of Incorporation and By-laws
• Duly Accomplished F-100 Form for a foreign-owned corporation

If your application is approved, the SEC will issue a Certificate of Incorporation to legitimize your company’s existence and allow you to start doing business in the Philippines.

Related Read: How to Set Up a Branch Office in the Philippines

2. Register Your Company With the Bureau of Internal Revenue

As part of your tax obligations in the Philippines, you’ll need to register your new company with the Bureau of Internal Revenue (BIR). To receive your company’s Taxpayer Identification Number (TIN), you’ll need to visit your company’s local Regional District Office (RDO) and do the following:

• Accomplish BIR Form 1903 – Application for Registration (For Partnerships/Corporations)
• In conjunction with your BIR Form 1903, submit your previously completed:
  • Certificate of Registration from SEC
  • Proof of Address (Certificate of Land Title or Lease Contract)
  • Valid IDs, if required
• Pay for your company’s Documentary Stamp Tax (BIR Form 2000)
• Register your account books and up-to-date invoices
• Finally, wait for your BIR Certificate of Registration (BIR Form 2303) to be issued

3. Get Your Company’s Business Permit From the Local Government Unit

1. Obtain Clearance from the Barangay

The Barangay is the district of your chosen region in charge of administration for the local government. Business establishments formed therein will need to have the local Barangay’s approval.

Your application for Barangay Clearance will require:

• Your Certificate of Registration from SEC
• Two valid forms of identification
• Proof of Address of your company’s local office (can be a Certificate of Land Title or Lease Contract)

2. Obtain a Mayor’s Permit from the Mayor’s Office

For this step, you will have to visit your municipality’s local office and request a business permit. Along with your business permit application, you will also need to provide:

• Your Certificate of Registration from SEC
• Two valid forms of identification
• Proof of Address of your company’s local office (can be a Certificate of Land Title or Lease Contract)
• Your Barangay Clearance

4. Register as an Employer

Finally, you need to register as an employer with the following government agencies:

• Social Security System (SSS) (for social security)
• Philippine Health Insurance Corporation (PhilHealth) (for health benefits)
• Home Development Mutual Fund (HDMF or Pag-IBIG Fund) (for housing loan benefits)

To Do’s After Company Incorporation

After successfully registering your company, it is imperative to diligently adhere to post-compliance obligations to maintain legal and operational integrity. These responsibilities encompass a range of essential tasks, including updating your books of accounts regularly, providing proper compensation to employees, and giving receipts to your customers or clients.

By diligently attending to these post-compliance requirements and seamlessly incorporating them into your day-to-day operations, you not only mitigate potential risks for your business but also lay a solid groundwork of trust and professionalism with your stakeholders and regulatory bodies.

Related Read: Essential Compliance Requirements for Corporations in the Philippines