Register your company
in the Philippines.

Foreign businesses have four main options for establishing a presence in the Philippines. A domestic corporation is the most common structure for operating businesses. It is a separate legal entity with limited liability, requires between two and fifteen incorporators and is subject to a USD 200,000 minimum paid-up capital if foreign-owned shares exceed 40%. A One Person Corporation (OPC) allows a single natural person, trust or estate to form a corporation with limited liability, subject to the same USD 200,000 minimum for foreign-owned OPCs.

A branch office is an extension of the foreign parent with no separate legal personality, meaning the parent retains full liability. It is restricted to head office activities and requires a minimum inward remittance of USD 200,000. A representative office is a non-trading entity for market research and business development only. It cannot generate revenue and requires an annual inward remittance of USD 30,000. See our guide to business structures in the Philippines for a full comparison.

Registration timelines in the Philippines vary significantly by structure and documentation completeness. SEC registration of a domestic corporation via the eSPARC online portal typically takes two to fourteen business days once all documents are in order. The full end-to-end process, covering SEC registration, BIR registration, local government unit permits and bank account opening, typically takes four to ten weeks.

Branch offices and representative offices follow a similar SEC process but require additional documentation including certified parent company constitutional documents and proof of inward remittance, which can extend timelines to two to three months. Delays most commonly arise from incomplete notarisation, foreign document apostille requirements or LGU permit processing times. See our guide to setting up a corporation in the Philippines for a step-by-step breakdown.

Foreign investment in the Philippines is governed by the Foreign Investment Negative List (FINL), which sets ownership limits by sector. Outside the FINL, most sectors are fully open to foreign ownership. Key restrictions include:

• Fully restricted sectors reserved for Filipino nationals, including mass media, small-scale retail and certain professional services
• 40% foreign ownership cap applying to sectors such as advertising, natural resource exploration and some public utilities
• 60% foreign ownership cap applying to financing companies and investment houses

Recent reforms under Executive Order No. 113 have liberalised foreign ownership in telecommunications, airlines, domestic shipping and expressways, allowing up to 100% foreign equity in these sectors. The FINL is updated periodically and classification determines both the permitted ownership structure and any sector-specific licensing requirements. See our guide to the Foreign Investment Negative List in the Philippines for a full sector breakdown.

A Philippine domestic corporation must appoint the following officers from the date of incorporation. The president must be a director and a natural person, with no residency or citizenship requirement. The corporate secretary must be a Philippine citizen and resident, responsible for statutory records and SEC filings. The treasurer must be a Philippine resident, responsible for financial records and fund management. All directors must be natural persons; corporate entities cannot serve as directors.

Branch offices and representative offices must additionally appoint a resident agent to accept legal service on behalf of the foreign parent. There is no statutory minimum number of directors for a domestic corporation beyond the incorporator requirement, though the board must have between two and fifteen members. See our guide to corporate officer roles in the Philippines for the detailed legal obligations of each position.

Philippine companies are subject to dual filing obligations with the Bureau of Internal Revenue (BIR) and the Securities and Exchange Commission (SEC) after incorporation. Key requirements include:

• Monthly and quarterly VAT filings at the standard rate of 12% and withholding tax returns filed with the BIR
• Corporate income tax at 25% standard rate, or 20% for qualifying domestic corporations with net taxable income below PHP 5 million and total assets below PHP 100 million
• Annual audited financial statements filed with both the BIR and SEC; audit is required if revenue exceeds PHP 3 million
• Annual General Information Sheet (GIS) filed with the SEC within 30 days of the annual stockholders’ meeting
• Six BIR-registered books of account maintained at all times

SEC filings are submitted digitally through the eFAST system, with audited financial statements due within 120 days of the fiscal year-end. Monthly contributions to SSS, PhilHealth and Pag-IBIG are required for all employees.