Company Incorporation in Philippines
Formation of a Philippine business — a domestic stock corporation or a One Person Corporation is registered with the SEC through the eSPARC / OneSEC portal (the Revised Corporation Code, RA 11232, allows a single incorporator and imposes no general minimum capital), and a foreign company sets up a branch under an SEC Licence to Do Business. Registration is followed by BIR registration (Certificate of Registration, books of account, invoices) and the LGU Mayor's/Business Permit, then employer registration with SSS, PhilHealth and Pag-IBIG. A sole trader instead registers a Business Name with the DTI (BNRS).
10–30 business days
PHP
Compare the structures
Every column is a vehicle you can actually incorporate here, and each is bought on its own terms. Every fact carries where it was read: on the authority’s own page, or — marked Indicative — on a filing platform or publication we name and link. Anything we could not read anywhere is marked Pending verification and confirmed with the authority before you pay.
| Domestic Stock CorporationFunded businesses and foreign subsidiaries — 1 to 15 incorporators, no general minimum capital | One Person Corporation (OPC)A solo founder or a single foreign/parent shareholder wanting limited liability with one stockholder | Branch Office of a Foreign CorporationA foreign company that wants to earn Philippine-source income directly, without a separate entity | PartnershipProfessional-services firms and small ventures with two or more partners who accept personal liability (or limited liability for limited partners) | Representative Office of a Foreign CorporationA foreign company that only wants a Philippine liaison/support presence - it may NOT earn income locally | Sole Proprietorship (DTI)Freelancers, single-owner micro and small businesses testing an idea | |
|---|---|---|---|---|---|---|
| Minimum owners | 1 | 1 | 1 | 2 | 1 | 1 |
| Maximum owners | Pending verification | 1 | Pending verification | Pending verification | Pending verification | 1 |
| Minimum directors | 1 | 1 | Pending verification | Pending verification | Pending verification | Pending verification |
| Liability | limited | limited | unlimited | unlimited | unlimited | unlimited |
| Foreign ownership | Yes | Yes | Yes | Pending verification | Yes | No |
| Tax treatment | Separate taxable entity. 25% regular corporate income tax, or 20% if it qualifies as a small domestic corporation (net t… | Taxed as a corporation - 25% regular corporate income tax, or 20% if it qualifies as a small domestic corporation (net i… | A resident foreign corporation taxed at 25% corporate income tax on Philippine-source income only. A 15% branch profit r… | A general professional partnership (GPP) is NOT itself taxed on income - partners are taxed on their distributive shares… | Not subject to Philippine income tax because it derives no income in the Philippines - it is fully subsidised by its hea… | Not a separate entity - the proprietor is taxed on business income at graduated individual income tax rates (or, if qual… |
| Audit required | Yes | Yes | Yes | Pending verification | Yes | Pending verification |
| Audit threshold | An independent audit and audited financial statements (AFS) filed with the SEC are required where gross annual sales/ear… | Same AFS-audit threshold as an ordinary stock corporation (audited statements required above roughly PHP 3,000,000 gross… | Files audited financial statements with the SEC as a licensed foreign corporation; no de-minimis exemption in practice. | Pending verification | Files audited financial statements with the SEC as a licensed foreign entity. | Pending verification |
| Annual compliance | High | Medium | High | Medium | Medium | Low |
| Typical use | Standard vehicle for a Philippine operating business and the usual wholly- or majority-owned subsidiary structure for a … | Single-founder consultancy or a foreign parent that wants a wholly-owned Philippine corporation with only one stockholde… | Foreign firms doing project or trading business in the Philippines that want to book Philippine revenue directly. | Law, accounting and other professional partnerships; family and small trading ventures with more than one owner. | Back-office, information dissemination, quality control and liaison functions for a foreign parent that does not sell in… | Solo trader or small retailer who needs a registered business name, a BIR TIN and local permits but no separate legal en… |
What we will need from you
Upload these once. They are stored encrypted and reused across every service you buy from us.
Articles of Incorporation and By-laws (electronic, via eSPARC / OneSEC)
An OPC files Articles of Incorporation with no separate by-laws; a branch files SEC Form F-103 for a Licence to Do Business instead.
Name reservation / verification confirmation from eSPARC
Identity documents per incorporator / director and per subscriber (1 to 15 incorporators under RA 11232)
For a FOREIGN individual incorporator, and for a foreign corporate subscriber's board resolution, articles and secretary's certificate, documents executed abroad must be notarised and APOSTILLED (the Philippines has been an Apostille Convention party since 2019) or consularised from a non-Apostille state.
OPC: written consent of the designated Nominee and Alternate Nominee
OPC-specific extra document set (Revised Corporation Code Secs. 124-125) for two additional named persons — required only for a One Person Corporation.
Branch: authenticated head-office articles and audited financial statements, board resolution appointing a Resident Agent, and proof of inward remittance of assigned capital
A domestic-market branch remits USD 200,000 (reducible to USD 100,000 for advanced technology or ≥50 direct employees; export enterprises exempt). Figures reproduce the SEC/FIA rule and are re-confirmed at quote; head-office documents executed abroad must be apostilled/consularised.
Cost breakdown
Our fee and the government’s are always separate lines. Government fees are passed through at exactly what the authority charges — we add nothing to them.
| SEC filing fee for the Articles of IncorporationUnder the SEC Consolidated Schedule of Fees the filing fee is an ad-valorem charge — 1/5 of 1% of the authorized capital stock (or the subscription price of the subscribed capital, whichever is higher), subject to a stated minimum — plus a 1% Legal Research Fee (LRF). | Confirmed before payment |
| Documentary Stamp Tax (DST) on original issuance of sharesAn ad-valorem BIR charge collected around incorporation (statutorily PHP 2.00 per PHP 200 of par value under the NIRC), not an SEC fee; confirm the current rate against bir.gov.ph. | Confirmed before payment |
| DTI Business Name registration (sole proprietorship) — Barangay scopeone line of this schedule appliesVerified at the DTI BNRS FAQ (bnrs.dti.gov.ph/faq). Plus PHP 30 Documentary Stamp Tax. A sole proprietorship registers with the DTI, not the SEC. | ₱200Indicative — from sec.gov.ph, not confirmed on a government portal. We confirm the exact amount before you pay. |
| DTI Business Name registration — City/Municipality scopeone line of this schedule appliesVerified at bnrs.dti.gov.ph/faq. | ₱500Indicative — from sec.gov.ph, not confirmed on a government portal. We confirm the exact amount before you pay. |
| DTI Business Name registration — Regional scopeone line of this schedule appliesVerified at bnrs.dti.gov.ph/faq. | ₱1,000Indicative — from sec.gov.ph, not confirmed on a government portal. We confirm the exact amount before you pay. |
| DTI Business Name registration — National scopeone line of this schedule appliesVerified at bnrs.dti.gov.ph/faq. Certificate valid 5 years; 50% surcharge on late renewal within the grace period. | ₱2,000Indicative — from sec.gov.ph, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Comriq professional fee | Fixed fee within 1 business day |
These are the authority’s published lines. Which of them apply depends on your filing — a schedule by headcount, capital or entity type is one line, not all of them — and the applicable line is confirmed before payment, at cost.
How it runs
You will see these exact stages update in your client portal as we progress.
Name Reserved
Company name verified and reserved in the SEC eSPARC / OneSEC portal (or DTI BNRS for a sole proprietorship).
SEC Registration
Articles of Incorporation and By-laws filed via eSPARC / OneSEC; the SEC issues the Certificate of Incorporation (or Licence to Do Business for a branch).
BIR Registration
BIR Certificate of Registration obtained, with books of account and authority to print / invoices.
Local Business Permit
Barangay clearance then the city/municipal Mayor's/Business Permit secured.
Employer Registration
Registered as an employer with SSS, PhilHealth and Pag-IBIG.
Indicative guidance — confirmed before payment
Requirements and statutory fees are set by Securities and Exchange Commission (SEC), via eSPARC / OneSEC; DTI (BNRS) for a sole proprietorship and change without notice. This page is general information, not legal or tax advice. Your engagement letter and quote are the binding documents.