Philippines

Company Incorporation (Philippines) – For Foreigners

We assist foreign individuals and companies with incorporating in the Philippines, including SEC filings, document preparation (including apostille requirements), tax registration steps, and local permitting guidance.

Company Incorporation (Philippines) – For Foreigners

Who is it for / Suitable for

01

Foreign individuals or companies wanting to establish a legal business entity in the Philippines.

02

Entrepreneurs planning to engage in 100% foreign-owned activities (e.g., IT, BPO, export, consultancy) or mixed-ownership sectors.

03

Foreign companies seeking a local presence to hire staff, sign contracts, invoice clients, or operate nationwide.

04

Investors entering the Philippines via a Domestic Corporation, OPC, Branch Office, or ROHQ.

Key Requirements

01
Minimum 2–5 incorporators (depending on entity type), which may include foreign nationals.

02
Compliance with Foreign Investment Negative List (FINL) for ownership limits.

03
Minimum paid-up capital depending on activity: USD 100,000 for most fully foreign-owned domestic corporations; USD 200,000 if selling to the local market (unless eligible for reduced capital).

04
Local registered address in the Philippines.

05
Appointment of a resident director or a resident agent (for branch).

06
Corporate name reservation and SEC approval.

Clients need to provide the following information / documents

Document Name

Notarized

01
Passport copies of all foreign incorporators

Must be valid; bio page only

No

02
Proof of address of foreign shareholders

Utility bill or bank statement

No

03
Articles of Incorporation & By-laws

Prepared for SEC filing

Yes

04
Board Resolution (if corporate shareholder)

Authorizing investment and appointed signatory

Yes

05
Certificate of Incorporation of parent company (if applicable)

Required for corporate shareholders

Yes

06
Apostilled/Notarized IDs of directors/officers (if signing abroad)

SEC requirement

Yes

07
Proposed business activity description

For SEC and name approval

No

08
Philippine office lease or service agreement

Registered business address

No

09
Capital structure details

Shares, ownership %, paid-up

No

Average Processing Time

3–6 weeks

3–6 weeks depending on entity type, document apostille timing, and SEC processing load.

What you would get when the application is complete

01
SEC Certificate of Incorporation

02
Articles of Incorporation & By-laws (stamped)

03
Company Tax Identification Number (TIN)

04
Mayor’s/Business Permit

05
Barangay Clearance

06
BIR Registration Certificate (Form 2303)

07
Official Receipts/Invoices Authority to Print (ATP)

08
Company Bank Account Setup Eligibility

On-going Compliance Requirements

After incorporation, companies must maintain ongoing compliance:

01
Monthly, quarterly, and annual tax filings (BIR)

02
Renewal of business permits every January

03
Annual SEC filing (GIS, AFS)

04
Maintenance of corporate records and minutes book

05
Payroll tax & social contributions if employing staff (SSS, PhilHealth, Pag-IBIG)

06
Updating SEC/Local Gov’t on any changes (officers, address, capital)


Government Agencies Involved

Government agencies involved / overseeing the application:

01
SEC (Securities and Exchange Commission)

Incorporation approval.

02
BIR (Bureau of Internal Revenue)

Corporate tax registration.

03
Local Government Unit (LGU)

Business permit & barangay clearance.

04
SSS, PhilHealth, Pag-IBIG

Employer registrations.

05
DTI (if applicable)

Name registration for sole proprietorship.

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Consult With Our Corporate Advisory Team

Our team is ready to guide you through the full process. Reach us on WeChat or WhatsApp.

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