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Philippines Business Registration

Posted by Dave on Tuesday, February 3rd, 2009

Businesses may be registered in the Philippines as:

Foreign Branch Office, Foreign Representative Office, Partnerships and Domestic Corporations need to be registered with the Securities and Exchange Commission (SEC).

Sole Proprietorships are registered with the Department of Trade and Industry (DTI).

Philippines Incorporation

To incorporate or form a corporation in the Philippines it is a requirement to have a minimum of 5 incorporators (a corporation may not be an incorporator of another corporation). Each incorporator must hold at least one share in the corporation. Corporations must have a minimum of 5 directors and can have a maximum of 15. The majority of the Directors must be residents of the Philippines.

The Incorporation Procedure

  • Reservation of Company Name
  • Submission of Articles of Incorporation and Bylaws
  • Bank Certificate of Paid in Capital

The Foreign Investment Act as well as the Foreign Investment Negative List A and List B contain the restrictions on foreign ownership of corporations in the Philippines.

Minimum paid-up capital requirements vary according to the kind business the company engages in. For a Domestic Market Enterprise (DME) to be 100% foreign owned the minimum paid-up capital requirement is USD 200,000.00. DMEs which use advanced technology or employ at least 50 direct employees may be allowed a reduced paid-in capital of USD 100,000.00. Companies which export more than 60% of their products or services may apply for an exemption.

Corporations who qualify may avail of tax incentives by registering with the BOI or PEZA.

Branch Office Registration

Comments

Is it possible to start business as single proprietorship first then convert to a partnership after a period of say, 2-3 years?

Jhude, yes you may.

By Antonette on July 19th, 2009 at 10:16 pm

Good Day! can you help on how to convert the business from single proprietorship to corporation? What are the requirements I’m going to prepare? And how can i handle the business as corporation?

Looking forward to learn from you.
Thank You

Antonette, you will assign the assets from the single proprietorship to the corporation as capital.
Please read Doing Business in the Philippines. A corporation is run just like a sole-proprietorship except that you will have to make yearly reports to the SEC.

how can i get a DTI Registration Number for a corporation? Please help me…

Shirley, go to the DTI office and apply for one.

Can a new corporation which will do trading declare only 1 million peso authorized capital?

It has 3 filipinos and 2 foreigners on a 60/40 share. Can they have equal subsribed share, subscribed amount and paid up amount regardless of nationality?

Also, can they have a bank deposit more than the required paid up capital?

Thank you.

Ellen, a trading corporation can be started with only 100,000 pesos. To start the company it is best to only deposit the paid-up capital. Afterwords the shareholders may lend money to the company. If there are 5 shareholders as you described each one may have an equal share. If you need help in setting up the corporation we can assist you just use the contact form.

By Jocelyn C. Lajara on October 9th, 2009 at 10:10 pm

What is the minimum capital investment if 99% foreign, 1% filipino ownership doing business in the philippines . the business is shipping/forwarding?

Is 99% foreign & 1% filipino ownership shipping forwarding business allowed in the philippines?

Jocelyn, a domestic shipping and forwarding business can not be foreign owned.

Are the laws of the Philippines familiar with offshore companies? If so, how can I incorporate such a company at the Philippines?

Amr, there no offshore companies under Philippine Law. Export and certain other kinds of companies may obtain tax incentives.

How can a BPO domestic corporation qualify for registration with the BOI? And what will be the requirements for BOI registration?

Rea, you will find the requirements to register and apply on this site BOI Guideslines & Procedures for Registration. The application requirements are quite tedious you might like to have a lawyer assist you.

By marylene vitug on December 17th, 2009 at 12:19 am

how much is minimum paid up capital required to set up a design and construction company in the philippines? 100% Filipino-owned.

Marylene, the minimum paid-up capital required to open a design and construction company is Php 100,000.00.

Hi, good day! I would like to enquire as our company is planning to have a branch in philippines, my questions are:

1. Is it possible for a foreign branch company to operate in philippines?
2. Our company is in flight crew recruitment, can we obtain a recruitment licnese?

Thank you…

Bench, it is possible for a foreign branch company to operate in the Philippines but not as a recruitment company.
A recruitment company may be only 25% foreign owned, so you will need Filipino partners.

By ernie gatus on February 10th, 2010 at 3:27 am

should a local architectural and engineering design firm be 100% filipino owned?

Ernie, the practice of the profession of engineering is stated in the Foreign Negative List A http://www.bcphilippineslawyers.com/philippines-regular-foreign-investment-negative-list-a/

Architecture is not mentioned.

By Ramon Banaglorioso on February 17th, 2010 at 4:12 pm

Hello.

1. What is the minimum paid-up capital required to open a 100% Filipino-owned BPO/IT corporation?

2. What tax incentives/shields can a domestic BPO/IT company avail of? For how long, if any?

Thank you

Ramon, the minimum subscribed paid-up capital is Php 100,000.00.

You can read aout the BOI incentives here: http://www.bcphilippineslawyers.com/boi-board-of-investments-tax-incentives/522/

Hi and good day!

I have a trading business(commodities) and single proprietorship and currently planning to convert to corporation.I would like to know the process and requirement in converting it to corporation. Is it simple as going to SEC and submitting the complete registration forms?

Kindly advise and thanks a lot in advance.

Lambert, it is not that simple you will have to submit extra information so that the SEC can value yor existing assets as part of the subscribed capital etc…

I would like to set up a food business in Manila, Philippine. Can the Company be single proprietorship with 100% foreign owned or must it be at least 10% filipino owned as partners? What is the requirement? Can I purchase vehicle in Manila for my food business? Do I need to produce minimum paid up capital ? Can foreigner (Malaysian) drive in Philippines ? Thank you.

Connie, only residents can open a sole proprietorship. Small retail businesses can only be 100% Filipino owned. Foreigners may own and drive their own vehicle.

can a foreign owned business open a representitive office in Phi to hire and recuit Phi workers for the education industry aborad. If so how does it open and what is the minimium paid up capital requirement.

Robert, foreigners may legally own only up to 25% of a recruitment company.

By marco tenorio on March 23rd, 2010 at 3:56 pm

i will operate a foodcart business in the philippines and my company’s name would be tenorio foods ltd. where do i register it it’s a single proprietorship.

Marco, sole proprietorships are registered with the DTI.

Good day!

Can I employ my spouse in my sole proprietorship business?

Thanks!

Karl, yes you may employ your wife.

By Bob Windley on March 25th, 2010 at 9:44 am

I am in process setting up a corporation with Pinoy directors.
I am advised that my maximum share holding is 40% which is ok.
However, I am told that I cannot be president although the information I have found says that only the secretary must be Pinoy.

Any comment please

Regards and my compliments on a great site

Bob, the company President may be a foreigner but he must be officially resident in the Philippines.

Good day!

Thank you for the reply.

In connection with my previous question,how can I compensate my wife if I’ll employ her in my sole propreitorship business? Can I include her into my payroll?

Thank you for extending your kindness.

Karl, yes you may add her to your payroll.

Hi!
We plan to put up a NEW corporation to run a restaurant that I previously operated as a single proprietorship and has closed shop a year and a half ago. Can I use as CAPITAL (50% of the capitalization)the business name and all the other assets of the old business i.e. kitchen equipments, furniture, sound system, dining utensils and accessories?
Thank you for the advice.

Eugene, yes the old equipment and furnishings can be a part of the capital. An inventory must be given to the SEC who will accept or not the value you assign the items.

Hi,

We are planning to set up a stock corporation. Do we have to hire staff and pay social security for them?
We are hoping to keep operating costs at a minimum.

Thanks for your advice

Diana, yes if you hire staff you must pay their social security (SSS) and other social charges (Philhealth, Pagibig etc…). Not paying the SSS is a criminal offense.

Hi,

Are there any extra requirements (apart from the standard ones when registering a corp with SEC) if my company is involved in forex trading? We will be purely online. Is a brick and mortar address required? How much is the minimum paid-in capital? We will be 100% Filipino owned and operated.

Thanks for your advice. Great job on the website, very informative.

Anon, yes all business must have a brick and mortar address. You will need to get to get endorsements form the Central Bank.

I am a foreigner with a filipina partner. We are interested in setting up a business in RP. The business would be primarily retail. Can you tell me how much I can own and if it would be possible and worthwhile to set up the business as a corporation along with some members of her family? Many thanks.

John, small retail businesses can not have any foreign ownership.

i am planning to set up a corporation. can the paid up capital be in the form of properties? or should it be in cash? do i need to pay any taxes for such a transaction? thanks so much

Mark, the paid up capital can be properties but it will take around a month for the SEC to value the properties. Taxes will depend on what kind of business the company will operate.

i have my own new item (its doorhangers – commodity), what do i need to do to make it a legitimate business. i submitted my samples to a company for possible selling at their stores but they said i cant since my business is not yet registered or have the proper documents. thanks!

Geri, you need to register a sole proprietorship or a partnership or a corporation and obtain all necessary business permits before you can start your business.

good day! what is the minimum number of people to put up a corporation? thanks!

Kris, a corporation must have a minimum of 5 directors and 5 incorporators. Each director must own at least one share in the corporation.

Hi there!

Any requirements or guidelines in order for me( Filipino) to have a foreign partner/business in manila to operate? ( ex: dormitory and lot owned and how many percent owned by filipino and foreigner as well )

thank you very much!

Lady, since the company will own land, foreign ownership is restricted to 40% of the corporation.

By Jean Claude on August 12th, 2010 at 9:55 pm

I am a foreigner with a Visa extention each 2 months. I invested money to set up a Internet Cafe at the name of my GF filipina. Now she gave up and I dont want to loose the investment. Can I be soleproprietorship of this Internet Cafe? and what do I have to do?
Pls help me

Jean Claude, foreigners may not own or operate small retail business such as an internet cafe.

hi!

how will we register with SEC a starting construction company. Will it be a stock or non-stock corporation?

thank u!

Enya, a stock corporation.

Hi, I would to inquire if I registered as a sole proprietorship with DTI, do I need to have any other documents besides that. Btw, the business is mainly run from overseas as I travel alot. It is an online export co.
Please advice cause although I am a Filipino, I have lived overseas my whole life and is not too familiar with the procedures. Thank you

Dimac, you will need a commercial address and register with the BIR and obtain Barangay Clearance and a Mayor’s Permit.

Wow, so much procedures… I wish there was a way to get it all done without being physically there… but thanks anyhow.

By Dodgie Reyes on September 7th, 2010 at 9:00 pm

could a director of a corporation be an incorporator of another corporation?
also; could a corporation be an incorporator of another corporation?

Dodgie, yes a director of one corporation can be an incorporator of another corporation. A corporation can not be an incorporator but they can be shareholders.

I understand that only residents can own a sole proprietorship business. Does this include permanent residents (PRs)?

Can a PR (foreigner) own small food cart /kiosk business?

Can a foreigner or PR own a water refilling service business?

As franchisee, are the above possible?

Sherwin, foreigners may not own or be a partner in a small retail business.

My wife is Filipino but resides in the US. We are willing to move to the Philippines to start a company in water purification. It is for household use. Can we start as a sole-proprietorship and if grow successful turn it into a corporation?

Wade, yes you can start with a sole proprietorship and then setup a corporation later.

By clyde aunzo on October 31st, 2010 at 9:40 am

hi good evening, my husband is foreigner he wants to put the business here.As a foreigner what is better to begin a business is it company or sole proprietorship ? he wants to put apartelle.Thank you

Clyde, we usually recommend a corporation to limit liability.

Hi good day! I’d like to know if a foreign national can be a partner in partnership type of business with 60/40 majority is Filipino? thanks!

Vic, yes a foreigner can be a partner in a business which is setup as a partnership. The percentage of foreign ownership depends on the kind of business.

Hi I would like to ask how much is the minimum paid up capital for a 60/40 partnership (majority is filipino)for a retail clothing business. Will less than 100,000 suffice? Thanks!

Deonna, foreigners are not allowed to own shares in small retail businesses in the Philippines.

Hi good day.

I would just like to ask if there is less than 5 people, how can we put up a corporation?

Also, regarding the minimum capitalisation for a corporation of P100,000, if a director needs to withdraw some amount from it, can he/she withdraw some?

Sally, the law requires a minimum of 5 directors and incorporators to setup a corporation. A director / incorporator must own a minimum of 1 share which you can lend them. Money withdrawn from the company by a director would be considered a loan from the company.

can an incorporator be a director.. and what makes it allowable?

Gerard, an incorporator is a founding shareholder. One of the qualifications to be a director is to own at least one share of the corporation. Since an incorporator is a shareholder he is allowed to be a director.

Hi,

My boss is an Australian citizen and runs a business there like an online shopping however, he wants to put up a headquarter or a business here where we can employ Filipino workers. Does he have to be a resident to put up a business here in the Philippines? Thanks

JoAn, yes your boss may open an office here to employ Filipinos. He may open a branch office or a domestic corporation for outsourcing or back office operations 100% foreign owned.

Hi I would like to ask? I am foreigner i want to open a small office Business here telecom marketing, i will employ Filipino workers.can 100% foreign owned?.

Smith, hyes it may be 100% foreign owned. The exact will depend on whether the telemarketing is local or international.

If an incorporator resigns? Does he/she get his/her share of total assets? Or just a share of the equity?

Tres, an incorporator can not resign, an incorporator is a founding shareholder, who may sell his shares if he can find a buyer.

where can we find a sample form for the Bank certificate for the paid up capital.

The paid up capital will be in the name of the proposed corporation? not the indivisual stakeholders?

thanks, your page is a lot of help.

Lein, the bank issues this certificate and each one uses a slightly different format.

Hi i would like to ask? i am foreigner can i open small supermarket store business here and i will employ Filipino workers, can 100% foreigner owned?

Jerry, foreigners may not own any percentage of a small retail business.

Hi,

If i(foreigner) wanted to open a manpower or an agency in the Philippines and i will help Filipinos to find a job abroad. can i own this company 100%?

thanks.

Sakura San, a recruitment agency to send Filipinos to work overseas may have a maximum of 25% foreign ownership.

By Rollt Anicete on July 6th, 2011 at 4:16 am

Hi, I have a few questions:

1. Is is allowed to change a company name with another name with SEC?

2 If so is it also allowed by SEC to change the nature of business? What are the requirements?

3. Can a company buy or hold a share in another company?

regards,

Rolly, yes can do the first 2 by amending the articles of incorporation. Yes, a company can buy the shares of another company.

Hi,

Good morning. I’m planning to put up a sole proprietorship and I want to put up a penny auction site.

This kind of site works this way – members must pay a non-refundable fee to place a small incremental bid. When time expires, the last participant to have placed a bid wins the item and also pays the final bid price, which is usually significantly lower than the retail price of the item. Example. http://crazybid.sg

Is there any laws, permit, or accreditation that I need to have before putting up this penny auction site.

Many thanks and God Bless.

Leonardo, just like any business you need to register either a sole proprietorship with the DTI or a corporation/partnership with the SEC obtain a TIN number with the BIR and all other business permits.

Hello!
What are the permits must the factory has in able to put up in EPZA?
thank you sir!

Harford, the same as for any corporation.

Hello,

We have a corporation with a 2M php paid up capital. We are engaged in import, export, distribution and installation of electronic devices.
In this category, can a foreigner own even 1 percent of the stock? Can a foreigner be the corporate secretary of this corporation?
Thanks.

Gerard, as long as the company does not engage in retail business, the company can have foreign shareholders.
Retail is the selling of goods to end users. Only a Filipino citizen can be a corporate secretary.

By Genedina Espejo on August 23rd, 2011 at 3:51 pm

I have a Canadian friend who would want to incorporate a company for business purposes. He wants to know if he could be the sole shareholder/director? And if not how much share can he own? Can you give us a website or some advise on the rules and regulations in the Philippines in this regard?

Thank you.

Gene, it all depends on the kind of business he wants to operate.

hi!

my fiancee would like to put-up a partnership business (food take-out) in manila. we also plan to expand to other food-related business. can he own 40% of the business? what’s the required paid-up capital for food take-out business? how much is the SEC filing fee? how do we determine the amount on the capital contribution of the partners that needs to be deposited in the bank?

MC, I presume your fiance is a foreigner, foreigners may not own shares or be a partner in small retail businesses such as food outlets.

Hi!

We are setting up Engineering & Construction Company.

Can the company use the paid up capital to purchase our office furniture and equipment (Aircon, Computers, Printers etc)?

Thanks in advance.

Eric, yes the paid up can be used to purchase anything you like.

Can a IT Consultant foreigner with a TIN and ACR open a sole prop for a business savings account? No employees, just me as consultant. What would be the required paid in capital?

Brad, any business which the law allows 100% foreign ownership and caters to the Philippines domestic market must have a paid-in capital os USD200,000.00.

Hi i would like to know what will be our category? and paid in capital? requirements for our “Social Media Management” firm a service business dealing on internet marketing/events and events, this a new innovative start-up business.

Thanks

Elrich, your business falls under services. The paid-in capital depends on your business plan.

Can a IT Consultant foreigner with a TIN and ACR open a sole prop for a business savings account? No employees, just me as consultant. What would be the required paid in capital?

Brad, any business which the law allows 100% foreign ownership and caters to the Philippines domestic market must have a paid-in capital os USD200,000.00.

It would not cater to domestic market, per se, but it for VOIP, to collect long distance charges. But only just to collect payments locally the company that is based somewhere else. Can this be a sole prop owned by a foreigner. How could I structure this?

Hi, I would like to set up a sole proprietorship company in the country. It’s a consulting firm for a foreign company. Mostly tech support. Do you know what requirements I need to register the company? No other employees, just me. Do I need to get another TIN No. for the company? I am just confused with the whole set-up because the income of the company will most likely be my personal income.

Thanks

Eyz, it is easy to register a sole proprietorship with the DTI. You do not need to obtain another TIN number. You will have to file reports with the BIR monthly, quarterly and yearly.

we are planning to put upa scholarship foundation with friends, schoolmates and relatives. how much is the paid up capital? tnx

Frank, a foundation requires a paid-up capital of PHP1,000,000.00.

im chinese, i want to set up a business in RP. i’d like to register a trading co., cosmetic additive is the goods we will trade. if sole proprietorship, im the owner, must the paid up capital be at least usd 200k?

Many thanks!

Francis, correct a foreign owned sole proprietorship must have a minimum of USD200k as paid-in capital.

how much capital is needed to put up a foundation here in the Philippines?

The minimum paid-in capital for a foundation is PHP1,000,000.00.

i understand that a recruitment company may be only 25% foreign owned, is it also allowed to give that 25% to a foreign company instead of just 1 person? thanks

Dee, Foreign owned can be either a person or a company.

By James McCulloch on January 12th, 2012 at 2:13 am

Hi, I am a foreigner and planing to get married soon. I would like to start a Jeepney business with 4 units can I have a single proprietorship without having $200,000? If not can I own the Jeepneys in my name and have my wife open the business?

James, foreigners may own up to 40% of a transportation business in the Philippines. Therefore, you must setup a corporation and not a sole proprietorship.

Can a corporation be an incorporator?

JM, a corporation can not be an incorporator. The directors and Incorporators can be the same persons.

Can a domestic foreign corporation be converted into a branch office?

Abi, no a corporation can not be converted in to a corporation. A branch office has different setup requirements.

Hi,

Is it possible to put up and operate a web and software development company as Sole Proprietorship? How much is paid-up capital? What would be the difference to a corporation?

I am looking into putting up this company which would initially have 4 to 5 employees only.

Vincent, you could operate as a sole proprietorship. The required capital would be what you deem necessary to run the business. Once your business grows I recommend you open a corporation to limit your liability.

Hi,

Can a foreign company setup a representative office here in the Phils. for recruitment activities?

Thanks.

Alca, a foreign company can not open a representative office for recruitment activities as a recruitment company may only have a maximum of 25% foreign ownership.

By Jeannie Aspe on February 6th, 2013 at 6:41 am

Greetings! I want to open an import-export business in Phils. What is good, a sole proprietorship or non-stock corporation? Its 100% Filipino-owned.

Thank you.

Jeannie, the best is a corporation.

 

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