Company Registration in the Philippines
A complete guide for foreign investors. Corporate structures, ownership rules, capital requirements, realistic timelines, and full cost breakdowns for setting up a foreign-owned entity in the Philippines.
Talk to an ExpertOverview
The Philippines is one of Southeast Asia's most accessible markets for foreign companies, with a well-established legal framework for foreign investment. The country allows 100% foreign ownership in most sectors, has a large English-speaking workforce, and offers competitive operating costs.
However, the registration process involves five sequential registrations that must be completed in order:
- SEC (Securities and Exchange Commission) - Company incorporation
- BIR (Bureau of Internal Revenue) - Tax registration
- LGU (Local Government Unit) - Business permits
- Social security agencies - SSS, PhilHealth, Pag-IBIG registration
- Bank account - Corporate operating account
Each step depends on the previous one, which is why the realistic timeline is 4-6 months, not the 2-3 weeks sometimes advertised. Delays in document authentication, banking due diligence, and LGU processing are common and should be planned for.
Corporate Structures
Four main structures are available to foreign investors, each with different capital requirements, liability structures, and use cases.
Domestic Corporation
The standard vehicle for foreign companies entering the Philippines. Requires SEC registration, at least 2 incorporators (can be foreign), and a registered office in the Philippines. Most versatile structure for trading, services, and manufacturing.
One Person Corporation (OPC)
Introduced under the Revised Corporation Code (RA 11232). A single stockholder acts as sole director and president. Ideal for lean operations, though foreign nationals serving the domestic market still face the USD 200,000 paid-in capital requirement.
Branch Office
A direct extension of the foreign parent company, not a separate legal entity. The parent is fully liable for branch obligations. Common for companies that want a formal Philippine presence without creating a new legal entity.
Representative Office
Cannot derive income in the Philippines or enter into contracts. Used strictly for information gathering, quality control, and market exploration. Must remit at least USD 30,000 per year to cover operating expenses.
Foreign Ownership Rules
The Foreign Investments Negative List (FINL), updated every two years by executive order, defines which sectors restrict foreign ownership. Everything not on the list is open to 100% foreign equity.
Information technology, BPO and shared services, software development, consulting and advisory, e-commerce, manufacturing (most types), wholesale trade, and restaurants. These sectors have no equity restrictions and no additional approvals beyond standard SEC registration.
Mass media (0% foreign), law practice (0% foreign), small-scale mining (0% foreign), private security agencies (0% foreign), public utilities (40% foreign cap, though recent amendments allow up to 100% in some areas), retail trade below PHP 25 million capital (0% foreign), educational institutions (40% foreign cap), and advertising (30% foreign cap).
Foreign companies with more than 40% equity must file an F-100 report with the SEC within 30 days of incorporation and annually thereafter. This is a compliance declaration confirming the company's foreign ownership structure.
Capital Requirements
Minimum paid-in capital depends on foreign equity percentage and the nature of the business.
Cost Breakdown
Typical registration and setup costs, excluding the paid-in capital requirement.
Registration Timeline
The five phases run sequentially. Each step requires completion of the previous one.
Document Preparation
- Draft Articles of Incorporation & by-laws
- Notarize and authenticate documents
- Open a bank account for capital deposit
- Secure treasurer's affidavit
SEC Registration
- Reserve company name with SEC
- Submit incorporation documents
- Receive Certificate of Incorporation
- Register with FIA if foreign-owned
BIR Registration
- Apply for Tax Identification Number (TIN)
- Register books of accounts
- Print official receipts & invoices
- File initial tax returns
LGU Permits
- Obtain barangay clearance
- Apply for Mayor's business permit
- Secure fire safety inspection certificate
- Complete zoning clearance
Banking & Statutory
- Open corporate operating account
- Register with SSS, PhilHealth, Pag-IBIG
- Set up payroll & compliance systems
- Onboard first employees
Incorporation vs. EOR: Which Path is Right?
Answer four quick questions and we'll recommend whether entity incorporation or an Employer of Record makes more sense for your situation.
What is your primary goal in the Philippines?
Frequently Asked Questions
Common questions about registering a company in the Philippines.
Plan for 4-6 months from start to finish. SEC registration alone takes 2-4 weeks once documents are complete, but the entire chain of registrations (BIR, LGU permits, social security agencies, bank account) runs sequentially. Delays in document authentication, banking requirements, or LGU processing are common.
Direct registration costs typically range from USD 5,000 to 12,000, excluding the paid-in capital requirement. First-year operating costs (office lease, compliance, accounting) add another USD 8,000 to 15,000. The total first-year investment is typically USD 15,000 to 25,000 before salaries.
Yes, in most sectors. The Philippines allows 100% foreign ownership in industries not on the Foreign Investments Negative List (FINL). IT, BPO, software development, consulting, and most service industries are fully open. Restricted sectors include mass media, small-scale mining, private security, and retail trade below PHP 25 million capital.
The default is USD 200,000 in paid-in capital for companies with more than 40% foreign equity serving the domestic market. This drops to USD 100,000 if the company uses advanced technology or employs at least 50 direct employees. Export-oriented businesses (70%+ revenue from exports) are exempt and only need PHP 5,000.
Not necessarily. The SEC allows registration through authorized representatives with a Special Power of Attorney. However, you will need a Philippine-based registered office address and at least some documents authenticated at a Philippine consulate. Many foreign investors engage a local law firm to handle the entire process.
PEZA (Philippine Economic Zone Authority) and BOI (Board of Investments) offer tax holidays, duty-free imports, and other incentives to qualifying businesses. Under the CREATE Act, registered enterprises can receive income tax holidays of 4-7 years followed by a 5% special tax rate. These require a separate application and a registered entity.
Annual requirements include SEC General Information Sheet (GIS) and audited financial statements, BIR annual income tax return, LGU business permit renewal, and statutory contributions for all employees (SSS, PhilHealth, Pag-IBIG). Quarterly VAT or percentage tax filings are also required. Non-compliance can result in penalties or revocation of the business permit.
The standard corporate income tax rate is 25% under the CREATE Act (reduced from 30%). Companies with net taxable income not exceeding PHP 5 million and total assets not exceeding PHP 100 million qualify for a 20% rate. VAT is 12% on most goods and services. Withholding taxes on dividends remitted to foreign shareholders are generally 25%, subject to tax treaty reductions.
