Business Registration and Corporate Housekeeping in the Philippines
Registering a business in the Philippines requires navigating four agencies: the Securities and Exchange Commission (SEC) or the Department of Trade and Industry (DTI), the Bureau of Internal Revenue (BIR), and your local government unit (LGU). Each has its own documentary requirements, processing timelines, and post-registration obligations. Most firms stop once the Certificate of Registration is in your hands. The obligations that follow, annual General Information Sheet (GIS) filings, Audited Financial Statements (AFS), BIR returns, and permit renewals, continue for the life of the company.
STLAF Global provides business registration services and ongoing corporate housekeeping for businesses across the Philippines. Our legal team handles entity structuring, SEC or DTI registration, and corporate governance documents. Our accountancy arm handles BIR Form 1903 filing, books of account enrollment, AFS preparation, and annual compliance. One firm. The full lifecycle. For a full overview of our corporate practice, see our corporate legal services page.
Choosing the Right Business Structure
The structure you register determines your liability exposure, tax treatment, capital requirements, and annual compliance obligations. Four structures cover most Philippine business scenarios.
| Structure | Governing Agency | Liability Protection | Minimum Capital | Tax Treatment |
|---|---|---|---|---|
| Sole Proprietorship | DTI; BIR; LGU | None, owner personally liable | None | Owner taxed as individual |
| General Partnership | SEC; BIR; LGU | Partners jointly liable | None | Taxed as a corporation |
| Corporation (Domestic) | SEC; BIR; LGU | Shareholders limited to paid-in capital | None for most; USD 200,000 for 40%+ foreign equity | 25% CIT (20% for qualifying small businesses) |
| One Person Corporation (OPC) | SEC; BIR; LGU | Single stockholder limited to paid-in capital | None for most; USD 200,000 for 40%+ foreign equity | Same as domestic corporation |
Sole Proprietorship
The simplest structure to register. Registration is through the DTI Business Name Registration System (BNRS) for the trade name only. The owner carries full personal liability for business debts. BIR registration, a Mayor’s Permit, and Barangay Clearance are still required regardless of business size. Annual renewal applies to all three.
Partnership
General partnerships are registered with the SEC and taxed as corporations under the National Internal Revenue Code. Partners are jointly and severally liable for partnership obligations, which makes this structure suitable only for businesses where liability can be appropriately managed through the partnership agreement.
Corporation
The domestic corporation is the standard structure for businesses expecting growth, external investment, or multiple shareholders. Under the Revised Corporation Code (RA 11232), a corporation can be formed by a single incorporator (in which case it is technically an OPC) or by two to fifteen incorporators. Shareholders’ liability is limited to their capital subscription. For corporations with more than 40% foreign equity in the domestic market, a minimum paid-up capital of USD 200,000 is required at the time of incorporation.
One Person Corporation (OPC)
The OPC was introduced under RA 11232 to provide sole professionals and entrepreneurs with the liability protection of a corporation without requiring multiple incorporators. A single stockholder owns and controls the entity. The key misconception about OPCs is that they carry lower compliance obligations than a regular corporation. They do not. An OPC requires a corporate secretary (a Filipino citizen and Philippine resident who cannot be the single stockholder), a designated nominee and alternate nominee for succession, annual GIS filing, and annual AFS submission within 120 days of the fiscal year end. The compliance calendar of an OPC is identical to that of a full domestic corporation.
If you are unsure which structure best fits your situation, the choice has legal and tax consequences that are difficult to reverse after incorporation. STLAF provides structure advisory as part of our registration service.
Company Registration Process
Registration in the Philippines spans multiple agencies. The timeline depends on document completeness, queue volumes, and LGU inspection scheduling. A complete registration typically requires 30–45 working days from document submission to the final business permit.
SEC Registration (Corporation and OPC)
SEC registration is required for domestic corporations, OPCs, partnerships, and foreign corporations seeking to operate in the Philippines.
Primary requirements:
- Articles of Incorporation and By-Laws (notarized; jointly prepared by STLAF)
- Treasurer’s Affidavit
- Bank certificate of deposit for paid-up capital (if applicable)
- Authorized Treasurer in Trust for Funds (TITF), required for foreign corporations
- Lease contract or proof of principal office address
- Name reservation via SEC eSPARC (online) or SEC e-SECURE
Process: Reserve the company name through SEC eSPARC or e-SECURE. Submit the incorporation documents. Upon approval, the SEC issues the Certificate of Registration and Certificate of Incorporation.
New in 2026: SEC ZERO allows qualifying companies to register with zero notarization and zero hard-copy submission requirements. SEC HARBOR requires separate beneficial ownership information filings (effective January 30, 2026), this is in addition to, not a replacement for, the GIS.
DTI Registration (Sole Proprietorship)
Sole proprietors register their business name through the DTI Business Name Registration System (BNRS). Registration is available online at bnrs.dti.gov.ph. The business name certificate is valid for five years and must be renewed before expiry. DTI registration does not complete the business registration process. BIR registration, Mayor’s Permit, and Barangay Clearance must follow.
BIR Registration
After receiving the SEC Certificate of Registration or DTI business name certificate, companies must register with the Bureau of Internal Revenue before commencing operations.
Requirements for corporations and OPCs (BIR Form 1903):
- SEC Certificate of Registration
- Articles of Incorporation and By-Laws
- Mayor’s Permit application (or proof of LGU registration in process)
- Lease contract for business address
- Proof of identity of authorized representative
Process: File BIR Form 1903 (updated version per RMC 97-2025) at the Revenue District Office (RDO) with jurisdiction over the business address. Upon processing, BIR issues the Certificate of Registration (COR), which specifies the applicable tax types and return due dates. Separately, apply for the Authority to Print (ATP) for official receipts or sales invoices. Enroll books of account (manual or electronic).
Ease of Paying Taxes Act (effective January 2024): The annual PHP 500 BIR registration renewal fee is abolished. Initial registration now requires only PHP 30 Documentary Stamp Tax.
This step requires accounting expertise, the correct RDO assignment, applicable tax type registration, and books of account enrollment are consequential decisions. STLAF’s accountancy team handles BIR Form 1903 filing and COR issuance as part of our integrated registration service.
Local Government Permits (Barangay Clearance and Mayor’s Permit)
Local permits are required before commencing operations and must be renewed annually.
Barangay Clearance: Obtained from the barangay office covering the business address. Required before the Mayor’s Permit can be processed.
Mayor’s Permit (Business Permit): Issued by the city or municipal LGU through the Business Permits and Licensing Office (BPLO). In Metro Manila, including Quezon City, the standard requirements are: Barangay Clearance, Fire Safety Inspection Certificate, Sanitary Permit, and BPLO assessment. Processing time is typically 1–4 weeks depending on LGU queue and inspection scheduling.
Annual renewal deadline: January 20 each year, regardless of the original registration date. Late renewal incurs a 25% surcharge on the fee due, plus 2% monthly interest with a maximum accumulation of 72% over 36 months.
Corporate Housekeeping and Compliance
Registration ends when you receive your certificates. Compliance does not. Philippine law requires corporations and OPCs to submit annual reports to the SEC, maintain audited financial statements, hold annual stockholders meetings, and keep corporate governance records current. Failure to comply compounds: penalties increase with each offense, and delinquent status restricts the company’s ability to conduct banking transactions and execute contracts.
Annual SEC Filings and GIS
All stock corporations and OPCs registered with the SEC must file a General Information Sheet (GIS) annually within 30 days of the anniversary date of SEC registration.
The GIS records current officers, directors, stockholders, and other corporate information. Submissions are now made through SEC eFAST (the SEC’s electronic filing and submission tool). eFAST requires advance enrollment; companies that have not enrolled before the filing deadline risk technical delays that result in late-filing penalties regardless of intent.
Penalty structure (2025-enforced rates):
| Violation | Late Filing | Non-Filing |
|---|---|---|
| 1st offense (equity up to PHP 1M) | PHP 5,000 | PHP 10,000 |
| 1st offense (equity PHP 1M–5M) | PHP 10,000 | PHP 20,000 |
| 1st offense (equity above PHP 5M) | PHP 20,000–45,000 | PHP 40,000–90,000 |
| 3 missed filings within 5 years | SEC delinquent status declared | |
| 6th offense or 5 consecutive years | Certificate of Registration revocation | |
As of January 30, 2026, corporations must also file beneficial ownership information separately via SEC HARBOR. This is a new requirement that applies in addition to the GIS.
Audited Financial Statements (AFS)
Corporations must submit AFS to the SEC annually, within 120 days from the end of the fiscal year, also through SEC eFAST. AFS must be prepared in accordance with Philippine Financial Reporting Standards (PFRS) and audited by an independent CPA.
For OPCs with total assets and total liabilities both below PHP 600,000, the AFS may be certified under oath by the Treasurer instead of requiring full external audit. All other corporations must undergo the full audit process.
STLAF’s accountancy arm prepares and submits AFS as a standalone service or as part of a comprehensive corporate housekeeping retainer. See also our audit and assurance services for external audit engagements.
Corporate Secretary Services
Every corporation and OPC is required to appoint a Corporate Secretary. For OPCs specifically, the Corporate Secretary must be a Filipino citizen and Philippine resident, and cannot be the single stockholder. The appointment must be made within 15 days of the OPC’s incorporation.
The Corporate Secretary’s responsibilities include: maintaining the stock and transfer book, preparing board and stockholder resolutions, handling SEC and other regulatory filings, ensuring proper documentation of annual stockholders meetings, and certifying corporate documents for external use. These are not administrative tasks. They are legal obligations that, if mishandled, expose the corporation to adverse third-party claims and regulatory penalties.
STLAF provides Corporate Secretary services as a managed, ongoing engagement. For OPC clients who need an independent Filipino citizen to fill the role, we provide a qualified Corporate Secretary appointment as part of our OPC registration package.
Updating By-Laws and Articles of Incorporation
Corporate changes, including amendments to the corporate name, authorized capital stock, purpose clause, or principal office address, require SEC approval and formal amendments to the Articles of Incorporation. Changes to internal governance rules, officer authorities, or meeting procedures require amendments to the By-Laws.
The process involves board and stockholder resolutions, SEC filing via eFAST, and documentary notarization. STLAF handles all amendments as part of ongoing corporate governance support.
Frequently Asked Questions
How long does business registration take in the Philippines?
A full registration covering SEC or DTI, BIR, and local government permits typically takes 30–45 working days from complete document submission. The timeline depends on document completeness, LGU inspection scheduling, and SEC processing volumes. Incomplete documents are the most common source of delay.
What is the difference between an OPC and a domestic corporation?
An OPC is a domestic corporation with a single stockholder. It provides the same liability protection as a multi-shareholder corporation and carries the same annual compliance obligations: GIS filing, AFS submission, BIR returns, and annual stockholders meeting requirements. The OPC structure suits sole professionals and solo entrepreneurs who want corporate liability protection without requiring co-incorporators.
Can a foreign national own 100% of a Philippine company?
Yes, in industries not restricted by the Foreign Investment Negative List (FINL). For corporations with more than 40% foreign equity in the domestic market, a minimum paid-up capital of USD 200,000 is required at the time of incorporation. Certain industries have higher capitalization requirements or are partially or fully restricted regardless of capitalization.
What happens if I miss the GIS filing deadline?
Late filing penalties for stock corporations range from PHP 5,000 to PHP 45,000 per report depending on the equity bracket and offense count. Non-filing penalties are double the late rate. After three missed filings within five years, the SEC declares the corporation delinquent. The sixth offense, or five consecutive years of non-filing, triggers revocation of the Certificate of Registration.
Do I need a corporate secretary for an OPC?
Yes. The Corporate Secretary of an OPC must be a Filipino citizen and Philippine resident, and cannot be the single stockholder. The appointment is required within 15 days of incorporation. STLAF provides Corporate Secretary services for OPC clients.
Is BIR registration separate from SEC registration?
Yes. SEC and BIR are separate agencies with separate registration processes. After receiving the SEC Certificate of Registration, the company must separately file BIR Form 1903 at the appropriate Revenue District Office, enroll books of account, and obtain the Authority to Print official receipts. BIR registration adds approximately 1–3 weeks to the full registration timeline.
Can I register my business online in the Philippines?
Partially. SEC name reservation and incorporation can be initiated through SEC eSPARC or e-SECURE. BIR offers the NewBizReg portal for new registrations. LGU business permit applications are available through BOSS (Business One-Stop Shop) systems in participating cities, though requirements and digital readiness vary by LGU.
What are the annual compliance requirements after incorporating?
At minimum: annual GIS filing with the SEC (via eFAST, within 30 days of your anniversary date), annual AFS submission (within 120 days of fiscal year end), monthly and quarterly BIR returns, annual BIR information returns, annual stockholders meeting, Mayor’s Permit renewal (deadline: January 20), and Barangay Clearance renewal. Corporations with more than 20 employees also have DOLE reportorial requirements.
Why Choose STLAF for Business Registration and Compliance
Most business registration providers handle one part of the process. Law firms prepare the SEC documents. Accounting firms handle BIR registration and annual filings. Separate engagements, separate coordination, and separate fees, with gaps between them.
STLAF is a dual-practice firm. Our legal team handles entity structure advisory, SEC and DTI registration, Articles of Incorporation and By-Laws drafting, and corporate governance documents. Our accountancy team handles BIR Form 1903 filing, Certificate of Registration issuance, authority to print receipts, books of account enrollment, AFS preparation, and annual tax compliance.
From the day you decide on a structure to the day you submit your fifth annual GIS, you work with one team. No handoffs. No gaps.
For businesses that have just incorporated and need to formalize supplier and employee relationships, STLAF also provides contract drafting and review services. Registration is the first step. We stay with you for every annual filing.
STLAF Global serves businesses nationwide on SEC, DTI, BIR, and LGU registration plus ongoing GIS, AFS, corporate secretary, and SEC HARBOR compliance.