Registering Your Business in the Philippines
91Why the Topic?
Okay, so the topic may not be that usual and may not be for everybody. But well, I'm an accountant and part of my job is to help my clients put up their businesses and keep them going. I have experienced first-hand how it is to register a new company and I kind of thought I will share them in hubpages. So here goes...
Registering Your Business with the Philippine SEC (for Corporations / Partnerships Only)
If you are forming a corporation or a partnership, the first stop is the Philippine Securities and Exchange Commission or the SEC. You need to reserve a unique name for your company (which is good for 30 to 90 days). Once you have reserved your name, you need to place your desired capital (paid-up) in a bank of your choice, have that bank issue a certificate to you, fill up the official SEC form, obtain the signatures of all incorporators (and their tax identification numbers for Filipinos or passport numbers for foreigners) then file the said papers with the SEC. If all goes well, your papers may be approved by the SEC in one week's time.
As to the fees, these will depend on the amount of your desired capital. If your desired capital is 1,000,000 pesos (or $20,000), the fees will be approximately $50. You can access an online calculator in the website of the Philippine SEC so that you will not have any problems estimating the fees of your incorporation.
Just take note that, if you are a foreigner, there are certain limitations to the percentage of ownership. Some industries limit the percentage of ownership to 20%, others to 40% and still others to 60%. There are also certain limitations on the seats in the board of directors, with the Philippine government usually requiring that the majority of the board should be Filipinos or in accordance with the percentages of ownership. Make sure you consult with a good lawyer who is well-versed with registering companies in the Philippines before you actually put up the corporation. Also, you can obtain more information yourself by going to the Philippine SEC's website.
Links to Some of the Various Government Entities Included in This Hub
- Philippine Securities and Exchange Commission
This is the link to the Philippine Securities and Exchange Commission where the corporations and the partnerships are registered. - http://www.bir.gov.ph
Link to the Bureau of Internal Revenue, the local government unit for collecting taxes. - Department of Trade and Industry
If you're a sole proprietorship or you simply need to register another business name, you can register your business name here.
Registering Your Business - for Sole Proprietorship
If you are the only owner of your business (sole or single proprietor), you don't need to go to the SEC to register. Just reserve your name with the Philippine Department of Trade and Industry. If your name is unique, approval is immediate. The fees here are also minimal (around $10 or so).
Next Stop - The Bureau of Internal Revenue
Okay, so you have already registered your company with the Philippine SEC (which may take one week if all your requirements are in order). Next step is to register your business with the Bureau of Internal Revenue or the BIR. The BIR is our local equivalent of the United States' IRS. This is where we pay our taxes. As a new corporation, you are required to get your TIN (Tax Identification Number) from the BIR. You cannot transact in the country if you don't have this. Registering your company with the BIR is a fairly easy (and inexpensive) process. It may take only one week and the fee is minimal (less than $30). Again, your accountant can help you with this process. You can also go to the BIR's website for more information.
Business Permit
You can interchange this next step with the registration with the BIR. Some corporations register first with the BIR when they do not have any transaction yet. Others (which is maybe the majority) choose to register first with the local government where their business is residing. In any case, before registering with the local government (what we call the City Hall), you need to comply first with several requirements (clearances, payments, etc.). Unlike the SEC and the BIR, the fee here is not quite that fixed. The local government fee will depend on the prevailing local laws and the type of business you are in. You need to get your accountant to have this calculated at once so that you'll know how much you need to pay the local government. Once you get your business permit (which is renewed every year), you're ready to start your business.
Take Note: Once you are registered with the City Hall and the BIR, they will provide you with certificates evidencing your registration. You are required to post these certificates in your respective offices. This is a requirement under our laws. Failure to do so will subject your company to penalties.
A Further Note: If you want to save on taxes, you might want to register your business with the Board of Investments or BOI. It grants income-tax holidays for businesses that are in preferred industries or are pioneers in their industries. Usually, export businesses are given income tax holidays. If you don't want to go to the BOI, go to the local City Hall and the local investment board and apply for a holiday on local taxes. This will save you several years' worth of city taxes.
Last Note: Make sure you get a good accountant and/or lawyer since they will be able to help you during your registration, and also do the legwork for you. For local registration requirements (the BIR and the City Hall), my recommendation is to get an accountant / lawyer who is from that city or province because he/she is more well-versed in the ins and outs of their local city hall or BIR.
So now, you have seen how it is to register a business in the Philippines. All these may be done within one month if all the requirements are in place. Keep in constant touch with your accountant and/or your lawyer so that you know the status of your registration. It might be better if you yourself have a working knowledge of my country's requirements so that you are aware of what you need to do and what you need to go through when you put up a business and invest in the Philippines.
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Is there way to register a business online ? I'm now working abroad
Nice Hub. It's kind of hard to register a business especially because there are so many steps involved.
Corporate Consulting Group(http://greateryield.com/)
Hi, can we add up another incorporator even if the company has already been registered under SEC?
Hi Haki. I don't really recommend just leaving an old business and starting a new one just to avoid the penalties. Even if your friend changes his business, chances are the City Hall can still trace the same to him because he is the listed owner. In sole proprietorships, the business and the owner are considered one. Hence, the penalties may just be transferred to the new business. What I suggest is to try to talk to the City Hall to lower the charges or at least let go of part of the penalties. Tell him to find a good accountant who knows people inside the City Hall. This may not help completely erase the penalties but it will lessen it some and remove your friend's bad record in the City Hall.
Hi emievel,
I just would like to ask few questions about sole proprietor business here in the Philippines. I have a friend who has a small food business. His accountant died and no turn over has been made. He asked me to take over and I just followed the paper works done by his previous accountant. There has been lots of penalties due to late filing of percentage tax. When he inquired in the City Hall for renewal of business permit, he was asked to pay more than he expects due to late renewal. In this case, he just wants to change his business name to a new one with the thought of just paying less compared to the previous amount I mentioned. Do you think this is a good idea? Thanks a lot!
What is the procedure in changing a company name? it is registered as corporate. And is it lawaful if an employer merged with another business partner.will the employer pay a certain amount to the existing employees before changing its company name? Please help.thanks
@Kat, if they're both sole proprietorship businesses, then no, she can't get a new TIN for her new business. She can register the new business as a 'branch' of her old business, even though the business activities of the two are not related. When she reports her sales/expenses to BIR, she will report them as one only and they will all be under her name. Hope this helps.
Hi, good day! need help here. My aunt is a sole proprietorship. She already has an existing business. She wants to open another business, still under a sole proprietorship business category. Then, here's her dilemma.. Can she apply for another TIN for the new business? even if it is still under sole proprietor again?
Hoping to hear your positive response.
@niknok, you still need to register your volunteer group with the SEC (if it's a non-stock corporation) and with the BIR.
@Luigi, you still need to register with the BIR and the local city hall. As for the taxes, please watch out for my next hub on this.
i have one question.. how can i register a non-stock company like a Volunteer group? what are the requirements needed. hope you can give me advice. i have registered ours online... but don't know what to do next...i badly need help. Thanks
Hi, what are the steps to set-up a home made cake business (sole proprietorship)?
Should I only get a permit from the DTI and a baranggay clearance? Or is there something else needed?
What are the fees I have to pay yearly/monthly to keep the business running?
Thanks a lot!
@anne, changing your name shouldn't be that complicated. What complicates matters is if (and I think this is your case) the company / entity fails to file the required documents with the SEC. Are the penalties really that big? Is it more costly to pay them than to register a new one? I wouldn't suggest that you go on without formal registration, this will create a whole pile of complications for you. If you can, please seek a lawyer who is knowledgeable about this.
@anne, changing your name shouldn't be that complicated. What complicates matters is if (and I think this is your case) the company / entity fails to file the required documents with the SEC. Are the penalties really that big? Is it more costly to pay them than to register a new one? I wouldn't suggest that you go on without formal registration, this will create a whole pile of complications for you. If you can, please seek a lawyer who is knowledgeable about this.
Good day. My concern is this. We are a church, originally from Korea and managed by Korean pastors, but 2 years ago we change the name, what should we do with our SEC and BIR registration? since 2009 we didn't updated our SEC and they said we will have a penalty already. My pastor said that we will just cancel our SEC registration and never register at all..is that possible? what will be the grounds for not registering the church at SEC? please contact me we are located at Quezon City...march_anne025@yahoo.com that is my email address
what is more efficient? transferring the business ownership retaining the business name or changing the business name and business owner?
thanks
@Rose francisco, I haven't really tried registering a foreigner as a single proprietorship but I'm not sure you can unless you can get a Tax Identification Number or TIN. Resident aliens are the ones who can get one. Is that your status?
@Dexter Martin, yes it's considered a new business.
Hi emievil,
I like your post so much. Very helpful for both foreign investors and countrymen...
I have a question.
I have a partnerner with his own business and he wants to merge with his business with me with a new name but same services... Will this be considered as a new business? Hope you can help... You can contact me directly at this email address: dmjude@gmail.com
Thanks again...
Hi! Can a foreigner open a single proprietorship restaurant business here in Manila? He wants to register the name of his business in the name of his son but he(father) would be the proprietor. Will it be o.k.? If so, what are the requirements and is there be a minimum amount for the capitalization? Thanks
@rogie, yes, you are required to register also where your project is located but as a branch. Your head office is still your main office. Based on experience, their basis will be your revenues in that municipality multiplied by a certain factor (like 70%). The other 30% will be declared in your head office. This is based on our locality, you have to check if this is applicable in the other municipalities.
By the way, you will also need to register as a branch office with the local RDO of the BIR.
hello madam. can you please advise me for this matter...im an accountant of real estate developer, but i get confused on how to pay our business permit..during our initial year of operation we paid our business permit in the city hall where our pricipal office is located but now we're developing three projects in different municipalities all of them are requiring us to pay another business permit issued by them for the reason of though our principal office is located in other place but our project is located in their municipality...what will be our basis for paying another business permit if we already paid our business permit in the city hall where our principal office is located?
James, from what I know, it still depends on the industry. If the industry is restrictive, like mining or real estate, I think the 40% rule is applied, regardless of the amount of investment. As to the $200,000, what I know is that this is the minimum investment but I may be wrong. If you want to be sure, better consult a lawyer who is well-versed with this subject matter.
An accountant told me that in corporations with foreigners, the USD200,000 paid-in capital was applicable if the foreign ownership was over 40%, but that in partnerships with a foreign partner it is fixed $200,000 regardless of how large or small the foreign partner's percentage. How true is this? Is it really fixed
Hi bash. It depends. is your business a personal one or a corporation?
Hi...this one really helps a lot.
May I ask where to start if the nature of our business focuses on the services alone, we dont literally have INVESTMENT... our home serves as our office and we purely rely on clients who will call,text or email us to render our services.
Hope to hear some thing from you.
thanks
(bash_h_18@yahoo.com)
Grace, it depends. What type of business do you have - sole proprietorship or corporation?
I just would like to ask what are the requirement for getting a BIR certificate?
Im inaterested in registering at BOI. Can i have your contact number and Email address?
Please contact me as soon as possible. Thanks!
(lowsat@hotmail.com)
For a filipino citizen without a TIN who recently moved to the Philippines to start a sole proprietorship and no employment history in the Philippines, how would one go about acquiring a TIN first in order to register a business name with the DTI?
Thank you.
This is great info for starters and 'bout to open business like me.
I jut have a couple of question madam, Im planning to open a store like 711 but not as big as 711 and not too small like Sari-Sari store its just a medium scale store where I will sell basic commodities. As I was reading the thread above I was a bit confuse on what I should secure to get the business permit. Can cite those that I need to get it going?
Thanks madam!
Kam, please try to check the websites or contact some of those who commented in this hub. I think some of them help out in getting citizenship in my country.
Can you help or have any contacts that can help British born, Indian obtain Filipino citizenship ?
No. it just means you're going to close down the business under your partner's name. No need to declare bankruptcy.
Thanks for your response, when you say retire, does that mean we need to declare such bankruptcy?
@hakilita, I think the best way is to cancel the name under your partner (with the DTI) and retire the business of your partner first (with the BIR and the City Hall), then you can register the same under your name. As to the actual process of transferring, I suggest you get a competent accountant to handle the processing for you. good luck.
This page is very helpful and I really appreciate having this posted. Just an inquiry, what if I have a partner (but we are not married) then he wants to transfer ownership under my name but we still want to carry the old business name, can we just easily transfer the business under mine or we need to declare it as sale (since we are not legally related to each other)? Will that be the best option? And if in case we need to declare it as a sale, will that be taxable? It's a sole proprietorship and only a small food business. I inquired from DTI and if I understand it right, if it's a transfer of ownership to a family or relative, all we need is Affidavit of Cancellation then a new application for us to carry the old business' name. I don't know if it's the same process if you're not related to the previous owner. Hope to hear from you regarding this matter. Your comment will be highly appreciated. Thank You! :)
Hi Kris. I think you should have 3 separate names for them, especially if you plan to make each one bigger. Or choose a more generic name (though I'm not sure that DTI will allow this) like ____________ atbp. or something.
Hello i want to ask what business name i can used if i have sari sari store,2 photo copy machine,and small party balloons.....can i used as a general merchandise? please help me i have no idea on this...i started from sari sari store and now i have 2 xerox machine and make birthday balloons but not big for extra income only....i want to have a good business name for this.have no idea....please help me.
OK. Thanks for your kind response anyway. I guess I have to ask a BIR personnel na lang, my case is quite unique and complicated. :)
@gemoets guy, you can contact me through the link provided by HubPages and I'll be more than happy to help you.
@Loidski, I'm not sure if we have a professional registration for writers. certainly register as a single proprietress, you can use the same TIN but you have to register your chosen name first with DTI. good luck :)
Hi, first off all, thanks for this hub. I'm planning to register as a 'single proprietor'. I'm a freelance writer and I'd like to present myself to clients using a business name but I'd be the only one doing all the work. I used to be employed so I already have a TIN, will I be using that same TIN for my business or I'd have to register a separate TIN for the business? I'd really want a business under my name but which would be more tax effective for me? Just register as professional or as a single proprietress with no employees? I'd appreciate your response. Thank you.
i want to open buisness in philip soon what need how mutch invest etc can repalay me guygemoets@yahoo.com
many thanks
Dear Foreigners, If you want to start a company in Philippines, I would like to hear from you, I maybe of help. Email me at louisecruz_11@yahoo.com.
D,
If you are on a quarterly payment scheme, then yes. Otherwise, you have to check. If you are going to retire the business formally, you need to inform City Hall and they will charge you some fees for that. Hope this helps.
Hello. Does a corp need to pay mayor's permit (due October) even if it has already closed its business last July? Thanks
Hi anyone wants to have a loading business for as low as 3,988 pesos?
Want to have more than 1 million return of investment? By just investing a small amount for about 120,000 pesos only? Let me know! :)
I can schedule meet-ups for you business man and business owners.
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Hi James. Check with DTI if you can transfer the name of your father's business to your name. I remember one of my clients did the same a few years ago. She transferred her husband's (who died) business name to her name. As for the BIR, once you get past DTI, you can register yourself as the actual owner of the business, same with the business permit and other local agencies. But if your father has properties such as land and building under his business, you will have to go through donation or deed of sale.
Another way is to incorporate the business, using the business name of your father (one of my clients also did that) then transferring everything to the corporation once the corporation has been registered with the SEC.
how do i transfer a sole proprietorship owned by my father to my name who already wanted to retire. friend advised to just register a new trade name, register with bir, get new business permit and declare with the bir and other local agencies that the business(undr my father's name)closed down. but my father wanted to retain the name of our business. i have about 15 employees and if the business had to close and start anew under my name wouldnt it be more tedious than just transferring the business under my name and everything just be as it is?
Hi Rose.
To answer your question, this is because the SEC is for corporations and partnerships only. A sole proprietorship is not under its jurisdiction.
Uhm may i ask? why is it the sole proprietorship is need not to register with the SEC? I'm making my report that's why I have some questions.
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Thank you for letting us know the steps on how to register or incorporate a business here in the Philippines. I guess it's time consuming because you have to make all those steps right, so in the future there are no problems you can encounter regarding to your licenses.
ah hehehe ang cute ko
Very useful information for a person who wants to start a business in Philippines. Thanks!
@rik, for sole proprietorship, you don't need to go through the SEC. Just the DTI, the BIR and your local city / municipal hall.
hi, i was bit lost after the next step on BIR, how about sole Proprietorship? does the flow still the same with the corporation?.. do sole Proprietorship require to apply?... it will be nice if we can talk thru email, fdilodilo@yahoo.com.ph i might acquire your service.
The major disadvantage of a sole proprietorship is that the owner has unlimited liability not only can a creditor ask the court to seize the businesses assets it can also go after all of the owners personal assets.
Hi any luck?Or you can email to bountifulgallery@gmail.com
How if i dont have any partnership will local people?have a partner but he doesnt have
A capital to share, just work for the agensi
Tq
Oopps Sorry, was at a salloon just now! Heheheh email to... noraini_h@ymail.com please
Hi Noraini,
Okay but how do you want me to communicate to you?
Hi, im interested in opening a maid recrutment agensi in cagayan de oro, have a little bit of understanding here and there, would appreciate if you could guide me on what should i do step by step procedures please?
Hi Greene. I don't think all of those you mentioned are under manpower agency. As to your office, you can have it at home and your home address will be the one designated as your office address for purposes of the mayor's permit and BIR registration.
I suggest that you consult an accountant / lawyer based in Manila (I'm in Mindanao) so that you can air out all your questions and concerns. Plus you can get somebody to assist you during your registration and set up process. Hope this helps. Good luck!
HI!
i want to put up a business of home service massage, weekly maids, party waitress, clowns, and such. would that be considered as a manpower agency? my target is manila. Do i have to have an office if i can just take care of the business by phone and email at home? can my home be an office? how would i register my business without an office? based on articles i read its asking to get a mayors permit and sketch the location of the office.
please help me.
I will really appreciate it if you can send a copy in my email ijustwantgreen@yahoo.com
Thank you
Requirements for putting up a corporation in the Philippines
• Name Reservation
• Articles of Incorporation and By-laws,
• Directors Names, Addresses, Passport Numbers or TINs, Must have at least 5 directors with at least 3 being Filipino if Filipino owned Company if Foreign owned; at least 2 directors must be Filipino
• Placement of Minimum Capital this money is not paid, only placed in a bank account during the registration process, afterwards you will receive it back, to be deposited to a local bank of your choice.
o If Filipino owns 60% of more 100,000 Php
o If Foreigner owns 41% or more 200,000 USD
• Address and Location of Business
• Directors Must Be able to sign the Articles of Incorporation and By-laws
hi Emie,
very helpful topic.
I'm planning to put up an accounting firm in the Philippines as well for SMEs but don't know where and how to start, I am not an accountant but has little idea on it. Can you make a blog as well on the things to consider when establishing such company aside from licenses and permits.
thanks
For corporations that have more than 40% foreign ownership the minimum paid-in capital required is US$ 200,000. The required paid-in capital for less than 40% foreign ownership is Php 100,000.00.
There are many restrictions on foreign ownership the latest list is from Febrauary 2010 can be found here:
Is your wife still a Filipino citizen? Then if yes, she can own the other 40%. However, you will still have to include other people to complete the required number of incorporators to 5.
By all means, verify everything with a lawyer. They know more than us, accountants :). Thank you for your visit.
This has been a very helpful topic and has filled in some blanks I had on the subject. I am from the UK and hope to start a business up in the Philippines next year with my Filipina wife. Does the 60% (I have checked the restricted businesses/land ownership and I seem to be in the 60% category) limitation law on foreginers, mean that my wife would need to own the other 40%? This would be fine if it does. Happy for it to be 50/50. I believe one can have legal papers drawn up to ensure that both parties have to be in agreement on any decisions, thereby safeguarding your business interests. I would need to get this verified by a lawyer.
Jadekyut, it depends. Are you going back to Davao? If yes, just contact me so I can give you details.
very nice information madam..im planning to open up a small business when i get back home on november..I have read that you have your own accounting firm, maybe you can help me when i get there..just give me a low price for your services...hehe.. can you give me any contact details so i would know how to contact you. thanks.
Hi LeanMan. Thanks for the comment.
The rules are actually the same for any foreign investor, mainly you can't own majority of the shares of stock of a local corporation. Most of the time, your ownership is limited to just 40%. I don't want to go into detail here but you can email me through my profile here in HP so that I can reply to your queries. Thanks.
Thanks for the information, I am planning to start a few small businesses in the Philippines in the near future with my Filipina wife, I am from the UK..
What is the best way to protect my business interests so that I can maintain full control of my businesses, or are there different rules if you start a business as the spouse of a filipina?
got it! SEC first, thanks for the info. Now i have an idea of how i can start my own business
Incorporating a business here in the Philippines is challenging you need to engage into some several tasks on behalf of the business you're into. This post overviews the key legal and regulatory, economic aspects related in incorporating a business.
Profound and informative post! A good reference to see!
________________________________________
Interesting post.. Engaging in business is a very busy job. Well, it takes a lot of time to process all the legal documents. Processing these necessary papers should be done properly.. I hope you can elaborate more the topic..
Nice topic..well said. Though for me, business registration in the Philippines takes a lot of time. This must be done whether you like it or not. Registering a business is not as easy as you think of it. Patience is a must..:))
It is really important to run a registered business here in the Philippines to avoid conflicts and clients will trust the services you will offer. Thanks for sharing tips on registration.
First things first, before planning to have a business, gather information on how you will establish a business that complying with the law and for you to have an idea on how will you avoid the don’ts in business.
I found good ways to register business.
Business Registration is very important; it must be legally established and manages by entrepreneur. It is the first step toward company formation.
Philippine Lawyer, thanks for stopping by and for the references. I guess that's why I put the catch-all phrase here "consult with your lawyer or accountant" as I don't profess to be an expert on SEC matters. I already made the necessary changes and I guess they can always refer to the sites you mentioned in your comment.
As to the "nominees", I'm sure you will agree with me that there are certain cases where the ownership is less than 50% but the control still resides with the foreign owner. Lawful or not, it does happen but anyway, I'm not going to encourage that so I removed that particular bit. Thanks for your corrections.
There are quite a few errors on this article concerning the rights of foreigners. There are many business that foreigners may not own at all or may have only 20% foreign ownership or less. Here is the list of restrictions: http://www.bcphilippineslawyers.com/philippines-re
Using nominees to circumvent foreign ownership is a crime which can result in confiscation of a foreign owned business. Read the Anti Dummy Law www.bcphilippineslawyers.com/presidential-decree-no-715/
register company, wow! I'm touched by your visit and comment. I saw your website. Maybe I can apply for an outsourcing job with you =).
zylla, great! Just tell me when =).
You bet...I will! I mean, invite you even if it's not a full retirement.
Great list on ways to register business. Keep posting blog that are inforemative to readers.
Hey looking forward to that invite. Hope you'll come back home in 3 years' time. In any case, keep me posted.
Maybe when I come home and retire, I can invite you to my place in Quezon City. I'd be darn lucky though if I can pull this off in less than 3 years. Thanks for the info!
Hi Lady_E. Businesses owned by a single person here have simpler registration process. They just basically register their name then get the permits from the City Hall and the BIR. No need to go to the SEC =).
I do have my own accounting firm, which is more on providing bookkeeping services. But it's local only, limited to my hometown. Maybe I can venture to other areas and other countries someday, who knows? =) Thanks for the comment!
Serious stuff. I wonder if its the same procedure for a one man business. In the UK, for a one man business you simply fill in a 2 paged form and send it to the Inland Revenue - no fees. For big companies, its different though.
Who knows Emie, you might end up owning an Accounting firm one day. There's always a big market for it. :)
Chester Lorenz is playing poker! 5 days ago
Hi...I have shut down my business more than a year ago but i failed to officially cancel my business registration. is there any penalty applies? if so, what could it be? Im planning to cancel my business regitration now..what steps should i take?