Philippines company registration
How to register a company in the Philippines
With Emerhub, you can set up your Philippine corporation on the right side of the capital rules. That means 100% foreign ownership in most sectors, and an export structure that legally avoids the US$200,000 requirement where your business qualifies. We handle everything from the SEC filing to the permits, BIR, and bank account.
Companies we've helped set up in the Philippines
Before you start
What to decide before anything is filed
In the Philippines, one classification decision moves the capital requirement by a factor of a thousand. Make these deliberately.
Decision 01
Export or domestic market enterprise
This decision moves the most money. A company exporting at least 60% of its output (BPO and outsourced services included) is an export enterprise, free of the foreign capital minimums. A company selling mainly into the Philippines with more than 40% foreign ownership needs US$200,000 paid in. Same business idea, wildly different entry price.
How the capital rules work →Decision 02
Your route under the Negative List
Most activities allow 100% foreign ownership, but the Foreign Investment Negative List caps a stubborn core: mass media, small-scale retail, land, parts of education and utilities. Where a cap applies, the lawful answer is a properly built 60/40 structure, and the Anti-Dummy Law attaches criminal liability to the unlawful one.
How the route gets chosen →Decision 03
Incentives: BOI, PEZA, or none
Export businesses can register with the Board of Investments or locate in a PEZA zone for income tax holidays and the enhanced regimes under CREATE MORE. The incentives are real and so are the conditions: reporting, performance commitments, and location constraints. Worth it for some, friction for others.
Weighed during structuring →Decision 04
The officer bench
Philippine law fixes parts of your org chart: the corporate secretary must be a Filipino citizen residing in the Philippines, the treasurer must be a resident, and the president must sit on the board. Foreign founders can hold the presidency and the board majority in open sectors; the bench still needs its local seats filled, properly.
See the requirements →Or skip the homework: a thirty-minute call with our team settles each of these for your case.
Schedule a callThe checklist
Key requirements when setting up a company in the Philippines
What the Revised Corporation Code and the Foreign Investments Act require. If you can tick these six, you can incorporate.
- Two to fifteen incorporators, or one. A standard corporation takes two to fifteen incorporators of any nationality; a single founder can use the One Person Corporation. The old five-incorporator minimum is gone, though older guides still cite it.
- The required officers. A president who sits on the board, a corporate secretary who is a Filipino citizen and resident, and a treasurer who resides in the Philippines. Directors themselves carry no residency requirement.
- A registered office address. A real address in the city where the company will hold its local permits; the LGU inspects what the SEC merely records.
- Capital per your FIA route. PHP 5,000 practical minimum for export enterprises and Filipino-majority companies; US$200,000 paid-in for domestic market enterprises above 40% foreign ownership, with defined reductions to US$100,000.
- An activity clear of the Negative List caps. Or a compliant 60/40 structure where a cap applies, built to survive Anti-Dummy scrutiny.
- Apostilled documents for foreign corporate shareholders. Certificate of incorporation, board authorizations, and financials, apostilled in the home country before filing.
The process
Steps to register a company in the Philippines
Below are the steps to set up a company in the Philippines as a foreign investor, in the order they happen. For each one you will find what to prepare, what it costs, how long it takes, and the mistakes we see most often, so you can plan the whole project before you start it.
1
Choose the structure and ownership route
For most foreign investors the right vehicle is a domestic corporation: a Philippine company with foreign shareholders, full ability to trade, hire, and contract, and 100% foreign ownership wherever the Foreign Investment Negative List allows it, which is most of the economy. A branch of the foreign parent and a representative office (non-revenue, minimum US$30,000 inward remittance) fit narrower cases, and a single founder can use the One Person Corporation.
The Negative List check runs against your exact activities. Mass media, land ownership, small-scale mining, and a handful of professions stay closed. Retail trade needs PHP 25 million paid-up capital for foreign retailers. A few sectors cap foreign equity at 40%. Where a cap applies, the lawful structure is a genuine 60/40 with real Filipino partners. The Anti-Dummy Law carries criminal liability for both sides of a nominee arrangement, so the partners and the control mechanics must be genuine, not cosmetic.
The incentives question gets answered here too. Export businesses can weigh BOI registration or a PEZA zone for the income tax holidays and enhanced regimes under CREATE MORE, against their reporting and location conditions.
2
Plan the capital around the FIA rules
The Philippines prices market entry by classification, and the gap is enormous. The planning step exists to put you on the right side of it, legally.
The thresholds that apply
- PHP 5,000: the practical minimum for export enterprises and Filipino-majority companies
- US$200,000 paid-in: for a domestic market enterprise with more than 40% foreign ownership
- US$100,000: the reduced threshold where the business uses advanced technology, qualifies as a registered startup, or directly employs at least fifteen Filipino workers
- PHP 25,000,000: for foreign-owned retail trade under the liberalized retail rules
An export enterprise ships at least 60% of its output abroad, and "output" includes services. A BPO, a development studio, or a design agency billing foreign clients typically qualifies. That is why so many foreign-owned service companies enter at the PHP 5,000 tier, not the US$200,000 one. The classification is declared at registration and monitored after, so it has to match the real revenue plan. For the capital itself, the wire matters as much as the amount. Foreign capital should be remitted through the banking system and documented, because repatriation of profits and capital later depends on that record. We build the paper trail at entry. Rebuilding it at exit is the expensive version.
Common pitfallDeclaring export status on optimism. Register as an export enterprise, then sell mostly into the domestic market, and the SEC sees a serious capital deficiency. The classification follows the genuine revenue plan. Where the plan is uncertain, the structure is designed to survive either outcome.
3
Register with the SEC
The Securities and Exchange Commission is where the corporation is born. The name is verified and reserved first. Then the articles of incorporation and bylaws are filed through the SEC's eSPARC system, with simple domestic setups moving through the faster OneSEC lane. Where foreign equity exceeds 40%, the application under the Foreign Investments Act travels with the registration.
The filing names the structure the law requires. Two to fifteen incorporators, or one for an OPC. The subscribed and paid-up capital meeting the 25% subscription rules. The officers, including the Filipino-citizen resident corporate secretary and the resident treasurer. A bank certificate of the deposit is no longer required for standard incorporations, one of several places where the Revised Corporation Code modernized a process older guides still describe. Foreign corporate shareholders' documents must arrive apostilled, and the apostille chain is usually the slowest item on the critical path.
Common pitfallDrafting the primary purpose clause carelessly. The SEC registers what you wrote, the LGU licenses against it, the BIR taxes against it, and a purpose clause that doesn't match the actual business means amendments across three agencies later. Draft it once, for where the business is going.
4
Secure the local government permits
Foreign founders underestimate this step more than any other. No other market in the region has quite this layer. Before operating, the company needs its local government permits from the city where the office sits. Barangay clearance from the village council, locational and zoning clearance, the fire safety inspection certificate, and finally the mayor's business permit that wraps them together.
Requirements, fees, and processing speed vary between cities. The office lease gets inspected against the zoning. The whole set renews every January, a deadline that catches mid-year incorporations by surprise. Choosing the city is choosing the LGU experience, which is why it appeared back in the structuring conversation.
Common pitfallSigning a lease before checking the zoning. An office zoned wrong for your declared activity fails the locational clearance, and the company is stuck holding a lease it cannot license. The zoning check costs a day. The wrong lease costs the deposit and the timeline.
5
Register with the BIR
The Bureau of Internal Revenue registration gives the company its tax identity. The TIN and certificate of registration, the books of accounts, and the authority to issue invoices. The regime modernized under the Ease of Paying Taxes Act. Registration runs digitally, the old annual registration fee is gone, and invoicing follows the invoice-based system rather than the official receipts older guides describe, with e-invoicing phasing in from the largest taxpayers down.
Registration also locks in the company's tax type profile. VAT at 12%, standard for most foreign-owned companies and anyone crossing the PHP 3 million threshold, or percentage tax below it. Add the withholding obligations that make every Philippine company a collection agent for the BIR, from its first payment to a supplier or employee.
6
Open the bank account and register as an employer
Philippine banks open corporate accounts on the SEC registration pack, the permits, and KYC on directors and beneficial owners. Foreign-owned companies field more questions about activity and counterparties. Once the account opens, the planned capital is remitted from the registered investors and documented properly. That record supports the US$200,000 compliance where it applies, and the eventual repatriation of dividends either way.
Before the first hire, the company registers as an employer with three agencies every Philippine employee knows by heart. SSS takes 15% of salary in 2026, split 10% employer and 5% employee. PhilHealth takes 5%, shared equally. Pag-IBIG takes 2% matched. Contributions remit monthly, and payroll withholding starts with the first salary. The 13th month pay is a statutory obligation, due by December 24. Foreign employers should budget it from day one, not discover it in November.
Common pitfallHiring "informally" while the registrations finish. Employee claims for unremitted SSS, PhilHealth, and Pag-IBIG contributions follow the employer with penalties, and back-paying them costs more than registering on time ever would. The employer registrations come before the first payday, every time.
7
Activate the company's compliance
Philippine compliance is a calendar of many separate deadlines. It runs best on systems set up early, not last-minute effort. Corporate income tax runs at 25%, or 20% for smaller companies under the CREATE thresholds, and returns file electronically. The audited financial statements question has a clear answer. Statements are audited by an accredited CPA once total assets or liabilities exceed PHP 3 million, which captures nearly every foreign-owned company from its first year.
What needs to be set up
- The BIR cycle: monthly withholding, quarterly income tax and VAT, and the annual return with its audited statements filed through the electronic systems
- Audited financial statements via an SEC-accredited CPA, filed to the SEC's eFAST on its schedule
- The SEC's annual reports: the general information sheet after each annual meeting, kept consistent with the registers
- January renewals: the mayor's permit and local business tax, every year, queue included
- Payroll compliance: the three agencies monthly, withholding remittances, and the 13th month
- Incentive reporting, where the company registered with BOI or PEZA, against its commitments
Our Philippines accounting service runs the recurring cycle, and our guide to the corporate income tax return covers the annual filing in detail.
Common pitfallAssuming a quiet first year means a quiet compliance year. Nil returns still file, the GIS still lodges, the permits still renew in January, and the penalties for skipped nil filings are real money. The cheapest compliance year is the one set up properly in month one.
Map your Philippine setup in one call
A free, no-obligation consultation with our Manila team. You'll come away knowing whether your business qualifies as an export enterprise, the capital figure the law requires for you, and a realistic timeline for your case.
Required documents
Documents required to register a company in the Philippines
Everything the incorporation needs, split into what you gather and what gets prepared and filed for you. Run through it before kickoff.
Documents you provide
- Passport copiesFor each foreign incorporator, director, and officer
- Philippine IDs and TINsFor Filipino incorporators and the resident officers
- Proposed company namesChecked against the SEC registry before reservation
- Registered office detailsLease or address documents in the city where the company will hold its permits
- Corporate shareholder documentsCertificate of incorporation, board authorization, and financials, apostilled in the home country
- Description of planned activitiesFor the Negative List check and the export classification
- The revenue planExport share and capital figure, since the FIA route depends on both
Prepared and filed for you
- Name verification and reservationThrough the SEC's system
- Articles of incorporation and bylawsWith the purpose clause drafted for where the business is going
- FIA applicationWhere foreign equity exceeds 40%
- Treasurer's affidavit and subscription documentsMeeting the 25% subscription rules
- SEC filing via eSPARCWith the OneSEC lane where the setup qualifies
- LGU permit applicationsBarangay, zoning, fire safety, and the mayor's permit
- BIR registrationTIN, books, and invoicing authority under the EOPT regime
- Employer registrationsSSS, PhilHealth, and Pag-IBIG, before the first hire
The timeline
Philippines company registration timeline
The SEC registration completes in one to two weeks; the local permits and BIR set the real pace and vary by city. Plan six to eight weeks from kickoff to a fully operational, fully licensed company.
Incorporation (SEC)
Banking (depends on bank and profile)
Compliance setup (LGU + BIR, parallel)
Common questions
Philippines company registration FAQs
Specific questions about setting up a Philippine corporation as a foreigner.
How long does it actually take to register a company in the Philippines?
Plan six to eight weeks to fully operational. The SEC registration completes in one to two weeks once documents (including any apostilles) are ready. The local government permits and BIR registration take the next two to four weeks and vary meaningfully by city, while the bank account runs in parallel. Simple Filipino-majority setups through the OneSEC lane move faster; incentive registrations add their own timelines.
How much does it cost?
Government fees scale with the authorized capital and the city, and are modest next to the real numbers: the paid-in capital your FIA route requires, which stays your company's money, and the service fees for a setup that spans four government layers. Schedule a call and we'll quote your exact case against the classification you actually qualify for.
Can a foreigner own 100% of a Philippine company?
In most activities, yes. The Foreign Investment Negative List keeps a core closed or capped: mass media, land, small-scale retail, certain professions and utilities. Outside that core the constraint is capital, not ownership. A domestic market enterprise needs US$200,000 paid-in, an export enterprise far less. Ownership and capital are separate questions, and both get answered by your exact business.
Is the US$200,000 minimum capital always required?
No, and this is the most expensive misunderstanding in Philippine market entry. It applies only to domestic market enterprises with more than 40% foreign ownership. Export enterprises (60% or more of output sold abroad, services included) are exempt and can start from PHP 5,000. The threshold also drops to US$100,000 for advanced technology businesses, registered startups, and companies directly employing at least fifteen Filipino workers.
What counts as an export enterprise?
A company that exports at least 60% of its output, and output includes services. A BPO serving US clients, a development studio billing European customers, or a trader buying locally and shipping abroad all typically qualify. The classification is declared at registration and monitored against your actual revenue, so it follows the genuine plan rather than the convenient one.
Do I need a Filipino partner?
For ownership, only where the Negative List caps foreign equity. For the org chart, partly: the corporate secretary must be a Filipino citizen residing in the Philippines and the treasurer must be a resident, while directors carry no residency requirement and a foreigner can be president in open sectors. The local officer seats are standard to arrange properly; we do it as part of every setup.
How do 60/40 structures work, and what about the Anti-Dummy Law?
Where a sector caps foreign equity at 40%, the lawful structure is a genuine 60/40: real Filipino shareholders with real economic participation, and the foreigner's position protected through properly drafted control mechanics. The Anti-Dummy Law criminalizes the alternative, Filipinos fronting for hidden foreign control, with liability on both sides. The distinction between lawful design and unlawful disguise is the one experienced structuring exists to manage.
Can I register without coming to the Philippines?
Largely, yes. The SEC filing runs electronically, documents are signed and apostilled abroad, and we handle the local layers on the ground. The points that may want presence: some banks prefer to meet signatories, and a founder planning to work in the company will be applying for the visa that brings them anyway.
Why do the local government permits matter so much?
Because an SEC certificate without a mayor's permit is a company that legally exists and cannot legally operate. The LGU layer (barangay clearance, zoning, fire safety, the business permit) is city-specific in cost, speed, and strictness, inspects your actual office, and renews every January. It's the part of Philippine setup with no equivalent in Singapore or Hong Kong, and the part founders most often underestimate.
Does my company need audited financial statements?
Almost certainly. The audit requirement applies once total assets or total liabilities exceed PHP 3 million, a threshold a foreign-owned company with US$100,000 in paid-in capital crosses on day one. Statements are audited by an SEC-accredited CPA and filed with both the SEC and the BIR through their electronic systems, on schedules we calendar from the start.
What taxes will the company pay?
Corporate income tax at 25% (20% for smaller companies under the CREATE thresholds), VAT at 12% for most foreign-owned businesses, local business tax to the city, and the withholding obligations that run through every payroll and supplier payment. BOI- or PEZA-registered export enterprises access income tax holidays and the enhanced regimes under CREATE MORE. The system rewards a clean setup and punishes improvisation, mostly through surcharges.
Can I get a work visa through my own company?
Your corporation can sponsor your visa. The standard route is the 9(g) pre-arranged employment visa, paired with the alien employment permit from the labor department. Investor visa routes also exist at defined investment levels. The visa strategy is planned alongside the structure, since the company's capital and payroll substance feed directly into the application.
Setting up in the Philippines?
Talk to our Manila team
A free, no-obligation consultation: thirty minutes with our Manila team to confirm your ownership route, the capital rule that applies to you, and a realistic timeline.
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OfficeUnit 710, High Street South Corporate Plaza Tower
2 26th St, Taguig
1634 Metro Manila, Philippines
2 26th St, Taguig
1634 Metro Manila, Philippines