MPM Consulting Services Inc.

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Corporation Documents

How to Register a Corporation in the Philippines?

Starting your business right is crucial to its future success. Starting right means everything should be legal and registered.

If you are planning to start a business, this blog will guide you through the steps in registering a Corporation in the Philippines.

Completing a BIR form is a daunting task that is why we built a software to automate this and weve been using it since 2012. You can also use this tool for your taxes to save time and so you can focus on more important things. Check it out

What is a Corporation?

A corporation is a legal entity that is separate and distinct from its owner or incorporators.  It has legal rights and obligations similar to an individual. It can enter into contracts, loan, hire employees, pay taxes, etc. It is formed by at least five (5) individual called incorporators.

The ownership of a corporation is divided into shares of stock.  A corporation issues the stock to individuals or other businesses, who then become owners or stockholders, of the corporation.

Advantages of a Corporation

  • The risk and liability is limited only to the corporation. Owners are not personally liable.
  • It is easy to increase capital through issuance of stocks to investors
  • It can be pass on to different owners
  • It can exist indefinitely
  • It has the capacity to act independently similar to individual
  • The management or decision making is shared by the board of directors, not sole individual.

Disadvantages of a Corporation

  • More costly to set-up than a sole proprietor
  • It is mandated by more government reportorial requirements and laws
  • Higher capital requirement and operating cost
  • Higher tax rates

Where to Register a Corporation?

Here are the government agencies where you are required to register a Corporation in the Philippines:

Basic Requirements and Procedure in Registering a Corporation

Here are the basic requirement and procedure in registering a corporation:

1. Reserve and Register Your Business Name in Securities and Exchange Commission (SEC), as follows:

  • Check if your desired business name is available via SEC online website or at SEC Office in Mandaluyong
  • If available, register/reserve your business name via SEC online website or at SEC Name Verification Unit – SEC Office in Mandaluyong
  • Prepare, sign and notarize the following:
    • Articles of Incorporation;
    • By Laws
    • Treasurer’s Affidavit; and
    • Joint affidavit of two incorporators undertaking to change corporate name immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of that name or that name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy. (Not required if the Articles of Incorporation have a provision on this commitment).
  • Submit notarized documents to SEC Office in Mandaluyong City
  • Claim your SEC Certificate of Registration

Processing Time: At least one (1) week upon submission of complete documents

2. Acquire Barangay Clearance

Once the corporation is registered with SEC the next step is to get a barangay clearance in the barangay where your business is located.

Here are the basic steps

  • Go to the barangay where your business is located to secure and fill-up application form
  • Submit your completed application form together with the following:
    • Certificate of Business Registration from SEC
    • Two (2) valid IDs
    • Proof of Address such as Contract of Lease (if rented) or Certificate of Land Title (if owned)

Processing Time: 1 day upon submission of complete documents.

3. Acquire Business Permit from the Mayor’s Office

Once you have a Barangay Clearance Certificate, the next step is to acquire a Business Permit in the municipality where your business is located.

Here are the basic steps and requirements:

  • Go to the municipal office where your business is located to secure and fill-up application form
  • Submit your completed application form together with the following:
    • Certificate of Business Registration from SEC
    • Barangay Clearance Certificate
    • Two (2) valid IDs
    • Proof of Address such as Contract of Lease (if rented) or Certificate of Land Title (if owned)

Processing Time: At least one week upon submission of complete documents. But It can take longer depending on the permit requirements based on the industry.

4. Register with the Bureau of Internal Revenue (BIR)

Once you have the Mayor’s Business Permit, you can now register with the BIR.

Here are the basic steps and requirements:

  • Go to the Regional District Office (RDO) where your business is located
  • Fill-up registration form as follows:
    • BIR Form 1903 – Application for Registration (For Partnership/Corporation)
  • Submit completed registration form together with the following:
    • Certificate of Registration form SEC
    • Barangay Clearance
    • Business Permit From the Mayor’s Office
    • Proof of Address such as Contract of Lease (if rented) or Certificate of Land Title (if owned)
    • Valid IDs, if applicable.
  • Pay the Registration Form (BIR Form 0605) and Documentary Stamp Tax (BIR Form 2000), if applicable.
  • Register your book of accounts and receipts/invoices.
  • Claim your Certificate of Registration (BIR Form 2303)

I hope this article has been helpful for you to start registering your business. If you need further assistance, we provide help in processing your business registration. Find out more here.

Completing a BIR form is a daunting task that is why we built a software to automate this and weve been using it since 2012. You can also use this tool for your taxes to save time and so you can focus on more important things. Check it out

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Note: The content of this article may become outdated because of changes in the rules and regulations over time. It does not substitute the need for inquiring professional advice.

Comments

  2. Hi Ms. Diana,

    Our fees depends on the amount of work that we will need to do and we always want to be fair in our pricing. Before we can give you a price, we need to know your requirements first. Please take time to fill up our inquiry form so we can learn more about your needs.

    Thanks

  3. hi, what are the requirements of changing name of board of director & investors ?

    thanks,
    gina

  4. hello

    im reah gyn can i asked something?how can i cooperate in the philipines?how to register a by the paper….export license number requests

  6. Hello,
    Just want to ask if I can go to SEC to report for falsifying the document of our company? It was Incorporated around 2011 and I just find out last year(2013) the falsified documents.
    Also, it is possible to a person to have a share or to become a majority share holder without share certificate?
    Awaiting for you reply…

  7. hi my brother my sister and I lives overseas have one sister left in the Philippines. is it wise we put the title of our parents land in a corporation. is it possible for the three of us who lives overseas to be included as directors together with our sister in the Philippines IN A CORPORATION ?

  8. hello

    i would like to know what is the starting capital for a service corp? or is there an option where we can start as sole proprietor since we have low capital then escalate it to corporation when the capital is enough? thanks!

  9. Hi, how r u? We are new in the meat distribution industry. We are already SEC registered, and our licenses were processed by our accounting service partner. However, we are not satisfied with their performance because of their poor service. We are looking for another company that could do business licensing, accounting etc. As of now, we need a trade name approved by SEC ASAP, will you be able to assist us? How much is the fee and what are the requirements needed? Your response is greatly appreciated.

  10. hi, i’m interested to buy a small block for personal use in the phillipines, was just wondering the simplest way (as a foreigner) to go about this, and how much i’d likely pay, thanks

  11. Hi.
    I understand YOUR fee is different depending of how much work you need to do,
    but I don’t see any costs at all above.
    1. What’s the MINIMUM cost the total FEES to the PUBLIC can be?
    2. What’s the MINIMUM demanded CAPITAL a Corporation need to have?

    (And a question to the Philippine parlament:
    Do you believe foreigners are stupid? 🙂 =The owner laws seem to believe foreigners would find it ok to pay 100 %, but only get 40 %!!!… So it’s hard for me to make foreigners interested in investing in the Philippines… 🙁
    I know there are exceptions for SOME types of businesses, but NO ONE belong to the exceptions of the three of my business ideas, which the Philippines NEED most…

  12. Is it true when opening a corporate company in Philippines it should be 70% Filipino and 30% foreigner shares? That DOENST makes sense what if your investor was the foreigner how can they invest when they can only get 30%.. I need advise please.. Would appreciate your help guys.

    Thanks,
    Mia

  13. Hello just want to ask what you need to build a corporation? Do we need to have on going business before we can register a corporation?

  14. Good Day

    Hi ! I just want to ask, in registering a corporation it says above that it is need to register in the LGUs : Barangay and Mayor’s permit. In registering a corporation, is it all the stockholders need to acquire this documents or it’s just the owner of the corporation?

    I asked this for the concern of our project. Thank you 😀

  15. Hi,

    I would appreciate if you could provide me an information re all requirements needed to set up a corporation in the Philippines by a foreigner or dual citizenship?

    Looking forward to your usual quick response.

    Very truly yours,

    Ramir Calicdan

  16. Sir/Madam,

    Could you please let me know what is the tax rate for corp? Are Agribusiness like piggery subject to tax just like any other business if it is the business operation of the Corp?

    Thank you.

  17. We are Malaysia base company and wanna to open restaurant in Boracay Island. Please advice how much it will cost for foreign base company to setup in Philippines.

    Thanks
    Arshad

  18. want to avail your firm for the registration of SEC, kindly contact at 09152434581,
    i had try to call you also by no response.

  19. Hi, I just wanted to ask the qualifications for a foreign investor to start up a corporation in the Phils. What are the basic requirements?

  20. Hi,
    I want to change/register my trucking company from a sole proprietorship into a corporation. Somebody told to me that I have to show proof (i.e; certification letter from the bank) that I or the company has 3 million cash deposit in the bank. IS THIS TRUE?
    Thanks

  21. Ms Ma. Lourdes Yanuaria,

    Good afternoon, At the moment we register and reserve our business name at SEC and it is approved already. Please advise us, we read already https://mpm.ph//how-to-register-a-corporation/. Can I ask your telephone no., so that I can call you and hear from directly.
    Thank you and best regards,

    Mercy

  23. Hi, can u help me in securing SEC certificate for a Lending company? How much would I pay? Including d preparation of all d papers needed such as AOI and others.

  24. Hi, can u help me prepare d necessary docs and secure SEC registration for a lending company? How much shall I pay? Thnx.