How to register a company in the Philippines

Company registration in the Philippines is a structured process governed by national law and local regulation. For global merchants and business leaders, the country offers a large consumer market, a skilled English-speaking workforce, and a regulatory framework that is open to foreign participation in many sectors. At the same time, registration in the Philippines requires careful planning, particularly around ownership rules, capital requirements, and post-registration compliance.

Foreign ownership restrictions

Foreign ownership rules play a central role in company registration in the Philippines. The Foreign Investment Negative List, commonly known as the FINL, sets out which activities are restricted or limited for foreign investors.

The latest version is the 12th Regular Foreign Investment Negative List, issued under Executive Order No. 175 in June 2022. As of 2025, no major changes have been reported. In practical terms, this means the regulatory position has remained stable over recent years.

Key points you should understand before registration in the Philippines:

• Full foreign ownership is allowed in most sectors that are not listed in the FINL.
• Certain sectors are restricted to a maximum of 40% foreign equity. These include public utilities, education, mass media, and land ownership.
• Some activities linked to national defence, security, or small-scale domestic enterprises may allow lower foreign participation or none at all.

Before you register or incorporate a company, you should confirm whether your planned business activity appears on the FINL. This early check avoids delays and structural changes later in the registration process.

Business structures for foreign investors

Choosing the right structure is a central decision when incorporating a company in the Philippines. Foreign investors typically consider the following options.

Domestic corporation

A domestic corporation is a Philippine-registered legal entity and is the most common structure for foreign-owned businesses. It may be fully foreign-owned if the activity is not restricted under the FINL.

You may incorporate:

• A regular corporation with two to fifteen incorporators
• A one-person corporation with a single shareholder

This structure suits businesses that plan to sign contracts locally, invoice Philippine customers, and hire employees.

Branch office

A branch office is an extension of a foreign parent company. It may generate income in the Philippines and operate commercially.

A branch office does not have a separate legal personality from its parent. The parent company remains liable for local obligations. This structure is often used by established multinational firms entering the market directly.

Representative office

A representative office is limited to non-revenue activities. It may conduct liaison work, market research, and coordination, but it cannot invoice or earn income locally.

This option is suitable if you need a local presence without commercial operations.

Regional headquarters and ROHQ

Regional or regional operating headquarters support affiliates within the Asia-Pacific region. These structures are subject to specific rules and incentives and are generally used by large multinational groups.

Minimum capital requirements

Capital requirements vary depending on ownership structure, business activity, and target market.

For domestic corporations:

• Fully Filipino-owned companies or those with up to 40% foreign equity generally require a minimum paid-up capital of PHP 5,000 (USD 85).
• Companies with more than 40% foreign ownership that serve the domestic market typically require at least USD 200,000 in paid-up capital.
• This amount may be reduced to USD 100,000 if the business uses advanced technology certified by the Department of Science and Technology or employs at least 50 direct Filipino employees.
• Export-orientated companies with at least 70% of output sold abroad may have no minimum capital requirement.

Retail trade businesses follow specific rules. Under recent liberalisation measures, foreign-owned retail stores usually require a minimum paid-up capital of PHP 25,000,000 (USD 425,180) per store.

Branch offices are subject to similar inward remittance requirements, depending on their planned activities.

Key requirements for incorporation

To incorporate a company in the Philippines, you must meet certain governance and residency requirements.

Typical requirements include:

• At least one director who is a Philippine resident. This individual may be a foreign national with valid residence status.
• A corporate secretary who must be a Filipino citizen and a resident of the Philippines.
• A treasurer who must be a resident, but not necessarily a Filipino citizen.

Foreign-owned companies must submit additional documentation during registration, including specific disclosure forms and proof of inward remittance when capital thresholds apply.

For some non-retail and non-regulated businesses, a virtual office address may be accepted at the early stage, although local government permits will still require a registered location.

Step-by-step registration process

Company registration in the Philippines generally follows these steps. While details may vary slightly by location and industry, the overall process remains consistent.

1. Verify business activity and name

Begin by confirming that your planned activity is permitted under foreign ownership rules. This step is essential before incorporation.

You then reserve your company name through the Securities and Exchange Commission online system, eSPARC (registration required). Name availability checks and reservations are completed electronically.

2. Prepare and submit incorporation documents to the SEC

Incorporation documents are filed online through the eSPARC registration portal.

You will typically submit:

• Articles of Incorporation
• By-laws
• Treasurer’s affidavit
• Proof of capital deposit, if required
• Identification documents for incorporators and directors
• Additional forms for foreign-owned entities

Processing times commonly range from one to five weeks. Once approved, the SEC issues a digital Certificate of Incorporation.

3. Obtain barangay clearance and mayor’s permit

After SEC registration, you must secure local permits from the city or municipality where your office is located.

This stage requires:

• Proof of business address
• Lease agreement or ownership documents
• Basic corporate information

Local processing times vary by location.

4. Register with the Bureau of Internal Revenue

All companies in the Philippines must register with the tax authority.

This step includes:

• Issuance of a Tax Identification Number
• Registration of books of accounts
• Authority to print official receipts or invoices

The annual registration fee has been removed following recent tax reforms. A small documentary stamp tax still applies.

5. Employer registrations

If you plan to hire employees, you must register with:

• Social Security System
• PhilHealth
• Pag-IBIG Fund

Some registrations may be completed through integrated government platforms.

6. Open a corporate bank account

A local bank account is required for capital deposits, payroll, and operating expenses. Banks will request SEC and tax registration documents during onboarding.

7. Additional permits

Certain industries require extra approvals, such as environmental clearances or investment registrations with government agencies offering incentives.

Costs overview

In most standard cases, foreign investors should expect total initial out-of-pocket costs, excluding paid-up capital, to fall between USD 1,500 and USD 4,000. Budgeting for professional support often shortens timelines and reduces compliance risk during registration.

Post-registration compliance

After registration, companies must meet ongoing compliance obligations.

These typically include:

• Annual submission of the General Information Sheet to the SEC
• Filing of annual and quarterly tax returns with the BIR
• Audited financial statements where required

Failure to comply may result in penalties or administrative sanctions.

Incentives for foreign investors

Foreign-owned companies may qualify for fiscal or non-fiscal incentives by registering with the Board of Investments or operating within designated economic zones.

Incentives may include:

• Income tax holidays
• Duty-free importation of capital equipment
• Simplified customs procedures

Eligibility depends on industry, export orientation, and project classification.

Common challenges and tips for foreign investors

• Local officers and residency requirements: Companies must appoint a resident director and a Filipino corporate secretary. Finding suitable individuals who understand their statutory duties is important, as these roles carry legal responsibility beyond administrative tasks.
• Document notarisation and apostille: Documents issued overseas often need notarisation and apostille before submission. This step can add several weeks, particularly if documents originate from multiple jurisdictions.
• Address and lease readiness: Local permits typically require a valid office address. Delays often arise when lease agreements or proof of address are not finalised early in the process.
• Bank onboarding timelines: Opening a corporate bank account may take longer than expected, especially for foreign-owned companies. Banks apply enhanced due diligence, and additional questions are common.
• Coordination across agencies: Registration involves multiple authorities, each with its own review process. Missing or inconsistent information can result in repeat submissions.

Conclusion

Registering a company in the Philippines requires preparation, clear structuring, and an understanding of local rules. With the right approach, incorporation and registration can be completed efficiently.

For global businesses assessing expansion in Southeast Asia, the Philippines remains a practical option. By understanding ownership limits, capital rules, permits, and compliance obligations, you place your business in a strong position to operate and grow in the Philippine market.