Philippines Company Formations

There are several types of businesses in the Philippines, these include:

  • 100% Foreign Owned Domestic Corporation
  • 100% Philippine Local Corporation - which is 100% Filipino owned
  • 60/40 Owned Domestic Corporation - which is 60% Filipino owned and 40% Foreign Owned
  • Foreign Branch

Foreign investors usually start in the Philippines through a Domestic Company or a Branch.

Forming or registering a company requires a minimum of 5 shareholders, each of whom must be actual persons and hold at least a single share in the company; the majority of the shareholders must be Filipino.

A Corporation must have at least 5 directors, each of whom must hold one share and the majority of the directors must be Philippine residents.

All Domestic Companies obtain their license from the Securities Exchange Commission. The SEC will require a prospective company to reserve and register a company name, submit Articles of Incorporation and Bylaws which are complaint with the requirements of the Philippines Corporation Code. Your company has to prove that it has the minimum capitalisation requirements pertaining to the industry the corporation is to be engaged in.

Under the Foreign Investment Act the minimum paid-up share capital requirement for a corporation considered a Domestic Market Enterprise or one where the foreign shareholder exceeds 40% is US$200,000, which must be remitted to the Philippines.

Securities Exchange Commission - Company Name

The first step is we need to register your company name with the SEC, a name can be reserved for up to three months. We check that there is no similar or identical name on the register of companies, we then draft the proposed Articles of Incorporation and Bylaws so, you can open a company bank account.

Company Bank Account

A Treasurer In Trust For (TITF) Savings Account is for Philippines companies which, are still in the process of being incorporated, this account is valid for three months.

Companies applying for incorporation must open a TITF account which will serve as the deposit account of the share capital (which is 25% of the subscribed capital) of the company. The bank will issue a certificate of deposit which is a required document to be submitted to the SEC.

Commencing operations in the Philippines

Businesses must also register with the Bureau of Internal Revenue (BIR), the Social Security System (SSS), the Home Development Mutual Fund (HDMF), the Philippine Health Insurance Corporation (Phil-Health) and the local government unit where its principal office will be located.

SEC and Social Security System Registration

Once the bank certificate of deposit is issued the registration documents are submitted to the SEC, this takes around 10 days.

After SEC registration, a company must obtain a tax payer identification number, register its books of accounts and apply for authority to print official receipts.

All companies must be registered with the SSS and must secure an employer number.

We can assist you in the preparation of business registration requirements in the Philippines.

  • Determine company (Foreign Branch, Foreign or 60/40 Domestic Corporation
  • Determine Capital Requirement
  • Open local bank account
  • Register and secure company name with SEC or DTI
  • Identify Shareholders and Directors
  • Draft Articles of Incorporation and Bylaws
  • Process documents with SEC, BOI, PEZA, BIR, SSS, etc
  • Process Mayor's Permit and Business Permit

Registration and Incorporation in the Philippines

We will help you in the formation procedure, planning, and registration with the relevant various government agencies in the Philippines such SEC registration, DTI, BIR and other Philippines government agencies. Philippine tax incentives such as income tax holidays and special tax regimes are available to foreign investment in activities that significantly contribute to national and economic development, and in export-oriented enterprises.

Special Capital requirement for foreign owned companies

A 100% foreign owned company which exports at least 60% of its products or services may be setup with €1600/ PHP100,000 of share capital.

A 100% foreign owned Domestic Company which is not export oriented (a subsidiary of a foreign corporation) is required to have at least €200,000 of share capital.

Share Capital

Shareholders will be required to subscribe to shares with monetary value equalling 25% of the Authorised Capital. The amount of capital that paid up is 25% of the subscribed amount. The minimum amount of capital to be deposited in a local bank before applying for a license to operate with the Securities and Exchange Commission is PHP5,000/ €100.

Company Incorporation Documents

Once incorporated we provide a set of corporate documents for your Philippines company. Copies of the company incorporation documents are sent via email and the originals from the companies registry are sent to you in a corporate folder.

Registered Office

Your Philippines company must have a registered office, which must be a physical address in Philippines; can provide this registered office service in the Philippines.

Company Directors

The corporate officers of a Philippine company consist of the president, the corporate secretary and a corporate treasurer. The President is required to be a member of the Board of Directors. The Corporate Treasurer and the Corporate Secretary are required to be both residents and citizens of the Philippines.

Shareholders

A minimum of five shareholders is required, a maximum of fifteen people may be listed as shareholders.

Philippines Branch Office

A branch of a foreign company doing business in the Philippines must obtain a license to do so from the SEC and the foreign company must prove its legal existence in its country of origin, its financial soundness, and its authorisation to set up a branch in the Philippines. The branch will need to appoint a resident agent in the Philippines who will be in charge of receiving summons and legal processes.

Starting and setting up a branch normally involves remitting €200,000 as capital when registering the company with the SEC in the Philippines. Branches engaged in activities involving advance technology, or that employ at least 50 direct employees, are required to remit a reduced amount of €100,000 as capital.

Export-oriented branches are not subject to minimum capitalisation requirements.

Filing Requirements

Philippine companies have to annually file the following documents with the Securities and Exchange Commission:

  • Financial Statements
  • Articles of Incorporation
  • General Company Information Sheet

Philippines Company Formations

To start the incorporation of your Philippines company we initially require, your proposed company name, details of the company directors, shareholders and the proposed company activities.

We provide you with full expert assistance throughout every step of the Philippines company formation process and can incorporate your Philippines company, according to your specifications, please complete our enquiry form below:

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Philippines Advantages
  • Directors - only 5 director of any nationality is necessary for your company
  • Shareholders - only 5 shareholder are required
  • Share Capital - the share capital requirement is PHP100,000 (€1600)
  • Registered Office - your company requires a registered office in Philippines, which we can provide
  • Support - using our 20 years experience we guide you throughout every step of the company formation process
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