Philippines Company Formation & Entity Choice

Entity types and incorporation

Companies in the Philippines are formed with the Securities and Exchange Commission (SEC) under the Revised Corporation Code (RA 11232), which allows one-person and one-shareholder corporations. Foreign-owned entities face minimum capital rules under the Foreign Investments Act.

• Common entity types — Domestic stock corporation, One Person Corporation (OPC), partnership, sole proprietorship, and branch/representative office of a foreign company (Revised Corporation Code of the Philippines (RA 11232))
• Registration authority — Securities and Exchange Commission (SEC) for corporations/partnerships; DTI for sole proprietorships (Revised Corporation Code of the Philippines (RA 11232))
• Minimum incorporators — 1 (One Person Corporation); 2 to 15 for an ordinary stock corporation (Revised Corporation Code of the Philippines (RA 11232))
• Minimum paid-up capital (domestic, Filipino-owned) — No statutory minimum, but at least 25% of authorized capital must be subscribed and at least 25% of the subscribed capital paid up (Revised Corporation Code of the Philippines (RA 11232))
• Minimum capital for foreign-owned domestic corporation — USD 200,000 paid-up capital (reduced to USD 100,000 if using advanced technology or employing at least 50 direct Filipino employees) USD (Foreign Investments Act (RA 7042, as amended by RA 11647))
• One Person Corporation minimum capital — No minimum paid-up capital required (unless mandated by the industry); name must end in 'OPC' (Revised Corporation Code of the Philippines (RA 11232), Title XIII)
• Core incorporation steps — Reserve name and file Articles of Incorporation via SEC eSPARC; register with the BIR for TIN and books; register with the LGU for a business permit (Mayor's Permit); register as employer with SSS, PhilHealth and Pag-IBIG (Revised Corporation Code (RA 11232); NIRC Section 236)
• SEC registration fee — 1/5 of 1% of authorized capital stock or PHP 1,000 (whichever is higher), plus a legal research fee of 1% of the registration fee ((approx — confirm current SEC fee schedule)) (SEC fee schedule under the Revised Corporation Code (RA 11232))
• Typical incorporation timeline — Approximately 2 to 6 weeks to complete SEC, BIR, LGU and statutory-fund registrations ((approx — varies by LGU and completeness of documents)) (SEC / BIR registration procedures)
• Annual SEC compliance — File the General Information Sheet (GIS) within 30 days of the annual stockholders' meeting and Audited Financial Statements (AFS) per SEC schedule (Revised Corporation Code of the Philippines (RA 11232))
• Annual BIR compliance — File the annual income tax return (BIR Form 1702) with audited financial statements; renew BIR registration and pay the documentary stamp tax; renew the LGU business permit each January (NIRC Sections 52, 232; Local Government Code (RA 7160))
• Statutory audit requirement — Independent audit and AFS required where gross annual sales/receipts exceed PHP 3,000,000 PHP (NIRC Section 232; SEC rules)