Company set-up
From name reservation to a company that can legally invoice, hire and import. The filing is the straightforward part — what decides whether it goes smoothly is the structure you choose before anything is filed.
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Start here
Registering a company in the Philippines is a sequence of filings, and filings are learnable. What is not learnable in an afternoon is the decision underneath them: which vehicle, how much of it you can own, and how much capital that obliges you to put in.
Those three answers come from one place — what the business will actually do. Get them right and the filings are administration. Get them wrong and you are unwinding a registered company, which is slower and more expensive than getting it right was ever going to be.
So we start with the activity, not the form.
The structures
Most foreign owners arrive having decided on a corporation because it is the word they know. It is often right — but it is worth thirty seconds to see what you would be giving up, or carrying, with each of the others.
A Philippine company in its own right, owned by you. Separate legal person, so its liabilities are its own, and it can trade, invoice and employ here without limitation beyond its licences.
A corporation with a single stockholder. You keep limited liability without assembling co-shareholders, and the governance is correspondingly lighter.
Not a new company — your foreign parent doing business in the Philippines directly. It can earn income here, and the results and the liability belong to the parent.
A presence for liaison, market research and promotion on behalf of the parent. It is funded by inward remittance from abroad and cannot earn income locally.
On capital: every route carries a minimum paid-in requirement, and the figure turns on your foreign equity share and whether you serve the domestic market or export. Those thresholds moved with the 2022 amendments to the Foreign Investments Act, so we confirm the current one against your activity rather than quote a number here that may already be out of date.
What goes wrong
None of these are exotic. They are the ordinary failures, and every one of them is cheaper to avoid at the planning stage than to fix once a company exists.
The Foreign Investment Negative List attaches to what the business does, not what it is called. A company registered under a general purpose clause can find its real activity is capped, after the money is in.
Putting Filipino names on a register to satisfy a cap is not a workaround. The Anti-Dummy Law makes it criminal, and it reaches the nominees as well as the foreign party.
Your corporate secretary must be a Filipino citizen residing here, and your treasurer must be a resident. Foreign founders regularly discover this at the point they need to sign.
The SEC, the local government unit and the BIR all have to accept your registered address, and the permits attach to it. An address that works for one and not the others stalls everything behind it.
The sequence
Most people arrive knowing about the SEC and are surprised by everything after it. The Certificate of Incorporation is the halfway mark, not the finish line — a company that cannot yet invoice is not yet trading.
Which vehicle, and how much of it can be foreign-owned. This depends on what the business will actually do, so it is answered from the activity rather than from preference.
How much has to be paid in, and by when, follows from the ownership split and whether you serve the domestic market or export. Getting this wrong is expensive to unwind after the fact.
Name reservation, the articles and by-laws, and incorporation through the SEC's online system. This is the stage that produces your Certificate of Incorporation.
Barangay clearance, zoning, fire safety and the mayor's permit, all tied to your registered address. This is where timelines vary most, because it varies by city.
Your tax identity, the authority to issue invoices and receipts, and the books of accounts you are then required to keep.
A corporate bank account, and registration with SSS, PhilHealth and Pag-IBIG before your first hire. Each carries its own monthly obligation from then on.
Questions we get
In a great many sectors, yes. Some activities are capped or closed to foreign equity by the Foreign Investment Negative List, and the cap attaches to what the business actually does rather than what it calls itself. Send us the activity and we will tell you which side of the list you are on before you plan around an assumption.
In sectors the constitution or statute reserves, at least 60% of the equity has to be Filipino-owned. It is not a preference or a guideline, and it is decided by your activity. Businesses outside those sectors are not subject to it at all — which is why identifying your activity correctly is the first piece of work, not a formality.
No, and this is the one to take seriously. The Anti-Dummy Law makes nominee arrangements a criminal matter rather than a technical breach, and it reaches the Filipino nominees as well as the foreign party. Where a cap applies, the compliant route is genuine Filipino shareholders with real economic participation.
Some of them. Under the Revised Corporation Code your corporate secretary must be a Filipino citizen residing in the Philippines, and your treasurer must be a resident. The president sits on the board. Foreign owners are regularly caught by this because it cannot be solved at the last minute.
It turns on two things: how much of the equity is foreign, and whether you serve the domestic market or export. The thresholds moved with the 2022 amendments to the Foreign Investments Act, so a figure you read on an older page may no longer be the figure that applies. Tell us the activity and the ownership split and we will confirm the current one before you remit anything.
A branch is your foreign parent operating here directly — same legal person, so the parent carries the liability and the Philippine results are the parent's results. A subsidiary is a separate Philippine corporation the parent owns. The choice changes liability, tax treatment and how cleanly you can exit, which is why it is worth deciding deliberately rather than by default.
No. A representative office is limited to liaison, market research and promotion for its parent, and it is funded by inward remittance rather than local income. It is the right vehicle for testing a market and the wrong one the moment you want to invoice a Philippine customer.
You need a registered address that the SEC, the local government unit and the BIR will all accept, and the local permits are tied to that address. What satisfies it depends on your activity — a business with staff and stock is assessed differently from a consultancy.
The SEC stage is the predictable part. What varies is the local government permits and BIR registration, which differ city to city and are the usual reason a timeline slips. We give a range for your specific city when we scope the work rather than a headline figure that suits nobody.
Registration is the beginning of the obligations, not the end of them.
That one answer decides the structure, whether a cap applies and how much capital you need. Send it with your ownership split and we will come back with the route we would use and what it costs to get there.