Registration is straightforward if you do it in the right order. Here is the sequence we follow for most new companies.
Choose the structure
Since the Revised Corporation Code took effect in 2019, a single person can form a One Person Corporation. Two or more owners usually form an ordinary stock corporation. Sole proprietorships are registered with the DTI instead and do not separate your personal assets from the business.
Check the foreign ownership rules
Some activities are reserved, fully or partly, for Filipino owners. The Foreign Investment Negative List sets out which ones. Check it before you agree the shareholdings, because changing them later means amending the articles.
Register with the SEC
Reserve the company name, then file the articles of incorporation and bylaws online. Once the SEC issues the certificate of incorporation, the company exists.
Get the local and tax registrations
Next come the barangay clearance, the mayor’s permit from the city where the office is, and registration with the BIR, which issues the certificate of registration and approves your invoices. Register as an employer with the SSS, PhilHealth and Pag-IBIG before you hire anyone.
Keep the company in good standing
A company must file its general information sheet and audited financial statements with the SEC every year, on top of its tax returns. Missing them leads to penalties and, eventually, revocation.
How long it takes
When the documents are ready, SEC registration usually takes one to two weeks. The mayor’s permit and BIR registration take another two to four weeks, depending on the city. Running the steps in parallel where the rules allow is what makes the difference.
What to decide before you file
Agree the company name and two alternatives, the business purpose, the authorised and paid-up capital, the shareholders and their shares, the directors and officers, and the principal office address. For a One Person Corporation, also name a nominee and an alternate who will take over if the single owner dies or becomes incapacitated.
Common mistakes
Writing a business purpose that is too narrow, so the company cannot take on new work without amending its articles. Using a home address that the city will not accept for a mayor’s permit. Forgetting the books of accounts the BIR expects from the first month, even before the first sale.
This guide is general information, not legal advice. Requirements change; check the current rules for your industry.