Hassle-Free Business Registration
BCGF assists startups and established companies in navigating their business registration requirements in the Philippines effortlessly. Our dedicated team of business registration experts is here to support you at every stage of the process, ensuring a smooth experience.
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How Business Registration Works in the Philippines
Are you planning to start a business in the Philippines? The first step is to establish a legal identity by creating a unique business name, which secures your ownership rights over all activities and assets related to your business.
Business registration involves several key government bodies and agencies:
- Department of Trade and Industry (DTI)
- Securities and Exchange Commission (SEC)
- Local Government Unit (LGU)
- Bureau of Internal Revenue (BIR)
- Department of Labor and Employment (DOLE)
- Social Security System (SSS)
- Additional agencies relevant to your industry (e.g., National Food Authority, Bureau of Fisheries and Aquatic Resources, DTI Intellectual Property Office)
The Significance of Business Registration in the Philippines
Business registration is crucial for legal compliance in the Philippines. It opens the door to various incentives, such as reduced tax rates, income tax holidays, long-term land leases, and streamlined customs procedures.
Depending on your industry, you can access fiscal and non-fiscal benefits from agencies like the Philippine Economic Zone Authority (PEZA) and the Board of Investments (BOI).
Conversely, running an unregistered business can lead to significant fines and penalties, all of which can be avoided by properly following the business registration process and submitting the necessary documentation.
BCGF is here to guide you through the entire process from start to finish.
Types of Business Structures in the Philippines
Business Registration Requirements for Local Incorporated Companies
Whether with local or foreign investors, a company duly registered under Philippine law must comply with several business registration requirements. Each government agency has varying procedures. Below is an overview of what to expect.
DTI Business Registration
Sole proprietorships must be registered with the Department of Trade and Industry (DTI). The basic requirements include:
- Completed DTI sole proprietorship application form
- Valid government-issued ID
- Clear certified copy of the alien certificate of registration (for non-Filipinos)
- Certificate of registration for sole proprietorship/certificate of authority to engage in business in the Philippines (for non-Filipinos)
- Original or clear certified copy of the Certificate of Recognition issued by the Department of Justice-Refugees and Stateless Persons Protection Unit and a duplicate copy (for recognized refugees or stateless persons)
SEC Business Registration
One Person Corporations (OPC), domestic corporations, and partnerships must register with the Securities and Exchange Commission (SEC). The basic requirements include:
- Articles of incorporation
- Articles of partnership
- Three key officers: president, treasurer, and corporate secretary (for corporations)
- Nominee and alternate nominee (for OPC)
- By-laws (for 2-15 incorporators)
- Shareholders’ information, including equity (for 2-15 incorporators)
Barangay Business Clearance
All types of businesses must secure a barangay clearance, as the barangay is the smallest Local Government Unit (LGU) in the Philippines. The basic requirements include:
- Application form
- DTI or SEC certificate of registration
- Approved articles of incorporation (for corporations)
- Approved articles of partnership (for partnerships)
- Approved by-laws (for domestic corporations)
- Treasurer’s affidavit regarding required paid-in capital (for domestic corporations)
- Site map of the business’s location
- Contract of lease for the business’s office address
Mayor’s Permit/Municipal Registration
All businesses must register with the city where they plan to operate. The terms “Mayor’s Permit,” “Business Permit,” and “Municipal License” are often used interchangeably, but they refer to the same documentation.
While specific requirements may vary by city, basic documentation usually includes:
- Application form
- Barangay clearance
- Zoning clearance
- Fire safety inspection permit
- Sanitation permit
BIR Business Registration
All businesses must register with the Bureau of Internal Revenue (BIR) for tax purposes. Once approved, BIR will issue a Tax Identification Number (TIN) and an authority to print receipts and invoices. Basic requirements include:
- BIR Form 1901 (for sole proprietorships)
- BIR Form 1903 (for corporations and partnerships)
- Barangay business clearance
- Mayor’s permit or municipal license
- Contract of lease
SSS and DOLE Business Registration
All businesses with employees must adhere to Philippine labor standards and regulations. Employers benefiting from an individual’s services must register with the Social Security System (SSS).
Additionally, businesses with five or more employees are encouraged to register with the Department of Labor and Employment (DOLE), while those with 50 or more employees are mandated to register.
Requirements for Registering Foreign Companies
Foreign corporations can operate in the Philippines by establishing locally registered branches of their head offices. Alongside the standard permits and clearances required for all businesses, international companies must select from the following registration options.
Branch Office
A branch office allows a foreign company to generate revenue in the Philippines without establishing a separate legal entity. The parent company remains fully accountable for all actions, activities, and liabilities associated with the branch office.
Representative Office
A representative office in the Philippines focuses on non-commercial activities for its parent company and does not have a separate legal identity. It is prohibited from engaging in revenue-generating activities and cannot directly offer products or services in the country. Permitted functions for representative offices include:
- Marketing and promoting products/services
- Conducting quality control for products/services
- Facilitating orders for products/services
- Performing passive acts that do not involve direct income generation
Regional Headquarters (RHQ)
A Regional Headquarters (RHQ) is a business entity that cannot engage in income generation and is ideal for foreign companies with a network of subsidiaries, branches, and affiliates. It lacks a separate legal identity from its parent company. Permitted activities for RHQs in the Philippines include:
- Overseeing and organizing administrative tasks
- Providing employee training
- Procuring raw materials and market goods for the parent company
- Conducting research and development for products/services
Regional Operating Headquarters (ROHQ)
A Regional Operating Headquarters (ROHQ) is an income-generating entity that expands its parent company’s business activities in the Philippines. It is commonly established by foreign corporations with a network of subsidiaries, branches, and affiliates. However, the ROHQ is prohibited from engaging in the following activities:
- Marketing the products/services of its parent company
- Offering qualifying services to third-party enterprises that are not associated branches or subsidiaries.
Frequently Asked Questions (FAQs) on Business Registration
BCGF works with businesses of all sizes, from small-and-medium enterprises (SMEs) to multinational corporations. We provide end-to-end business registration assistance, which includes:
- Company incorporation
- Foreign licensing
- Application for business permits
- Assessing eligibility for tax incentives
- General corporate compliance work
- Housekeeping/secretarial work
- Corporate restructuring
We can also help you evaluate the following:
- Nature of the business
- Ideal location for the business
- List of business activities to engage in
- Market-entry plans of the business
- Capital requirements for the chosen industry (including options for reducing the minimum capital required for starting operations)
- Appointment of nominee director/s or resident agent
- Choosing corporate officers (e.g., president, corporate secretary, treasurer)
- Staffing requirements to assess the approximate size of office space and facilities
- Need for additional or special licenses/permits (if engaging in a regulated industry)
BCGF has an in-house team of seasoned business registration experts and bookkeeping professionals. Additionally, we have a corporate lawyer who provides sound legal guidance on company formation and business registration in the Philippines.
The timeframe for registration varies based on the specific business entity you choose and the timely submission of requirements. Contact us via email or phone to learn more about the duration for registering a particular business entity.
If you purchased a virtual office package from BCGF along with business registration support, you can enjoy the amenities in our spaces.
However, if you only opted for the business registration package, you’ll need to make a paid booking each time you want to use our facilities at BCGF.
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