Registration of a Domestic Corporation in the Philippines

Registering a corporation requires a minimum of 5 incorporators, each of

whom must be actual persons that must hold at least a single share in the
company. Majority of the incorporators must be Filipino residents. A
Corporation may have between 5 and 15 directors (or trustees if a nonstock corporation), each of whom must hold at least one qualifying share
of stock. Majority of the directors (or trustees) must be Philippine
residents. All Domestic Corporations (those incorporated in the
Philippines) obtain their license from and are registered with the Securities
and Exchange Commission.
The SEC will require a prospective Corporation to reserve and register a
name, submit proposed Articles of Incorporation and By-Laws which are
compliant with the requirements of the Corporation Code of the
Philippines, and meet the minimum capitalization requirements pertaining
to the industry or business that it is engaged in.
Under the Foreign Investment Act, the minimum paid-up capital
requirement for a corporations considered Domestic Market Enterprise
(DME) or one whose foreign equity exceeds 40% is US$200,000, which
amount must be remitted into the Philippines. The registration
requirements do not apply to export-oriented enterprise or involve
advance technology and will employ at least 50 employees.
STOCK CORPORATION
Documentary Requirements
100% Filipino
Equity

60% Filipino
40% Foreign Equity

Bank Certificate showing paid in capital

More than 40%

Foreign Equity
Form F-100

Articles of Incorporation and By-laws

Treasurer's Affidavit
Registration Data Sheet
Endorsements / Clearances from other
government agencies (if applicable)

Bank Certificate showing

paid in capital
Proof of Inward
Remittance by non-

resident aliens and

foreign corporate
subscribers who would
like to register their
investment with the
Central Bank of the
Philippines.
NON-STOCK CORPORATION
Income or profit generated by this type of corporation cannot be
distributed as dividends to its officers or members but shall be used for its
operations and for the purpose in which the company was incorporated.
Examples of activities of Non-stock Corporations

Religious

Foundations

Associations

Charitable

Civic service

Fraternal

Cultural

Educational

Chambers (Amcham, Cancham, et al)

Any combination of the above mentioned

Documentary Requirements

Bank Certificate showing paid in capital

Articles of Incorporation and By-laws

Treasurer's Certificate

Registration Data Sheet

Philippine Business Registration Requirements
Newly formed foreign and domestic corporations doing business in the
Philippines must comply with the following obligations in regisering with
various government agencies:
1. Verify the availability of the company name with the Securities and
Exchange Commission (SEC)
2. Obtain bank certificate of deposit of the paid-in capital from the
Authorized Agent Bank (AAB) and in most cases a certificate of
inward remittance
3. Register the company with the SEC and receive pre-registered
taxpayer's identification number (TIN)
4. Obtain the community tax certificate (CTC) from the City Treasurer's
Office (CTO
5. Obtain Barangay (neigborhood) clearance
6. Obtain the business permit to operate at the local Business
Promotion and Development Office (BPDO)
7. Receive inspection from the BPDO
8. Buy special books of account at a local bookstore
9. Register with the Bureau of Internal Revenue (BIR)
10.
Pay the documentary stamp taxes (DST) on the issuance of
authorized capital stock
11.
BIR

Obtain the authority to print receipts and invoices from the

12.

Print receipts and invoices

13.
BIR

Have receipts, invoices and books of accounts stamped by the

14.

Register with the Social Security System (SSS) as an employer

15. Register with the Philippines Health Insurance Company (PhilHealth)