Philippines Company Registration
Top Reasons to Choose the Philippines for Registering Your Business
With a strategic location in Southeast Asia, favorable business regulations, and a friendly investment climate, the Philippines offers unmatched opportunities for growth. Yobbi can assist you throughout the process, ensuring a smooth and hassle-free experience.
What You Need to Know Before Incorporating in Philippines
Before you incorporate your company in the Philippines, it’s essential to understand key requirements and steps to ensure a smooth and successful setup.
Choose Your Business Structure and Name
Choosing the appropriate legal structure for your business is an important step in setting up your company in the Philippines. Your choice will impact your company’s liability, tax obligations, and daily operations. The most common types of business structures include:
- Select your business structure (Corporation, Sole Proprietorship, or Partnership).
- Pick a unique company name and get approval from the Securities and Exchange Commission (SEC), ensuring its availability and confirming there are no duplicates.
- Understand Foreign Ownership Restrictions: Be aware of limitations on foreign ownership in certain industries.
- Name Reservation Request: Submit to SEC to confirm the availability of your chosen business name.
- Proof of Identity: For the company owners, usually a government-issued ID.
- Choose a unique, easy-to-remember name that reflects your business and aligns with your brand.
- Ensure the name adheres to SEC regulations (e.g., not similar to existing company names).
- Consider checking the domain availability (for your website) if you plan to establish an online presence.
- Yobbi will assist you in selecting the right business structure and guide you through the entire registration process in the Philippines on your behalf.
Prepare and Submit Required Documents
You’ll need to prepare the necessary legal documents, such as your Articles of Incorporation and Bylaws, and submit them to the SEC for registration. The required documents may vary depending on the company structure, and foreign investors will need to provide additional documentation.
- Draft Articles of Incorporation and Bylaws.
- Provide shareholder and Board of Directors details. For foreign investors, submit valid passports and supporting documents.
- Submit the required documents to the SEC for registration and pay the necessary fees.
- Articles of Incorporation: Must be signed by the incorporators and contain important details like the company's name, objectives, capital, etc.
- Bylaws: Defines the internal rules and procedures for managing the company.
- Incorporator’s Information: Includes names, addresses, and signatures of incorporators (at least five for a corporation).
- Board of Directors Information: Details for each member of the board (at least five directors for a corporation).
- For Foreign Investors: Certified true copies of valid passports, visa information (if applicable), and other supporting documents like proof of residency.
- Secretary's Certificate: If the company is formed by a group of people, a certificate from the corporate secretary may be required to validate the incorporation.
- Double-check that the Articles of Incorporation and Bylaws are in the correct format and include all required information.
- Foreign investors must ensure that their passport copies are notarized and correctly authenticated for submission.
- Pay the SEC registration fee based on your company's capital structure.
- Yobbi will assist you in drafting and submitting the required documents to SEC to ensure compliance and a smooth registration process.
Obtain Local Permits and BIR Registration
After SEC registration, securing business permits from local authorities and registering with the BIR for tax compliance are critical steps to legally operate your business in the Philippines.
You’ll need to:
- Secure a Business Permit from the Local Government Unit (LGU).
- Register with the Bureau of Internal Revenue (BIR) to obtain a Tax Identification Number (TIN), apply for authority to print receipts and official documents, and ensure tax compliance.
- Documentary Stamp for Lease: Required if you have a lease agreement for your office space.
- Documentary Stamp for Subscribed Capital: Required for the capital invested in the company.
- Books of Account: Maintain books for tax reporting and filing, as required by the BIR.
- Annual Registration: Pay the annual registration fee to the BIR.
- Obtain Local Permits: Including Barangay Permit, Mayor’s Permit, Fire and Safety, Zoning Permit, and Location Clearance, all of which are mandatory for business operation.
- Business Permit from the Local Government Unit (LGU)
- Lease Agreement (if applicable)
- Documentary Stamp for Lease (from BIR)
- Articles of Incorporation and Bylaws (already submitted during SEC registration)
- Valid ID of the authorized signatories
- Proof of Address for business premises
- Proof of Capital Investment (for foreign investors or subscribed capital)
- Documentary Stamp for Subscribed Capital (from BIR)
- Books of Account (to be maintained for tax compliance)
- Verify local permit requirements: Different LGUs may have additional specific requirements, such as additional clearances or inspections, so it’s important to confirm with your local government.
- Prepare for BIR audits: Ensure that your Books of Account are kept up to date and in accordance with BIR regulations to avoid penalties during audits.
- Set up your business address early: This will streamline the process of obtaining the necessary permits and BIR registration.
- Consider using a registered office: If you’re operating virtually or in a shared workspace, using a registered office provider can simplify securing a business address and related permits.
- Be aware of local taxes: Depending on your business location and activities, you may need to register for local taxes, such as business tax, which is handled by the LGU.
- Plan for annual BIR filings: The BIR requires annual filings, so keeping your books of account organized throughout the year will save time and reduce errors when filing.
- Yobbi will guide you in obtaining the necessary local permits and registering with BIR for a smooth compliance process.
Register with Government Agencies for Employee Benefits
You’ll need to register your business with the required government agencies to provide employee benefits, ensuring your company complies with Philippine labor laws and social security programs. We will ensure that your paperwork is accurate, complete, and submitted promptly to avoid delays in the registration process.
- Register with SSS, PhilHealth, and Pag-IBIG Fund to ensure compliance with employee benefits requirements.
- SSS Registration Form (Form R-1): To register employees and employers with the Social Security System (SSS).
- PhilHealth Registration Form (Form 1): For employee health insurance registration.
- Pag-IBIG Fund Registration Form (Form E-1): To register your business for employee housing and savings benefits.
- Company’s BIR Registration Certificate: Required by SSS, PhilHealth, and Pag-IBIG for registration.
- Employee data (e.g., names, birthdates, and addresses) will need to be submitted for these registrations.
- It's recommended to register early to avoid delays when you start hiring employees.
- Consider consulting an HR specialist to make sure you're compliant with all employee benefit requirements.
- Yobbi will assist you in registering with the necessary government agencies (SSS, PhilHealth, Pag-IBIG) to ensure full compliance with employee benefits requirements.
Open Corporate Bank Account and Obtain Insurance
Once all the legalities are in place, you’ll need to open a corporate bank account to manage your business finances and transactions. Additionally, securing the necessary insurance, such as Commercial General Liability (CGL), will protect your business from potential risks and liabilities, ensuring smooth operations. We will assist you with both opening a corporate bank account and obtaining the required insurance coverage.
- Once incorporated, choose a bank to open a corporate bank account to manage finances. (eg. financial transactions)
- Obtain Commercial General Liability (CGL) insurance to cover business risks.
- Corporate Documents: SEC Certificate of Incorporation, Articles of Incorporation, BIR Certificate of Registration, Valid IDs of company directors or authorized signatories.
- Board Resolution: This may be needed to appoint signatories or authorize opening the corporate account.
- Commercial General Liability Insurance (CGL): An insurance policy is required to protect the business from potential risks.
- Choose a bank that offers the services you need, such as international transactions, online banking, etc.
- For CGL insurance, get quotes from multiple insurance providers to choose the most suitable coverage for your business.
- Ensure you have updated documents ready to open the bank account. This often includes signed resolutions or proof of authority for corporate signatories.
- Yobbi will assist you with opening your corporate bank account and securing the required insurance coverage for your business.
Post-Incorporation: Virtual Office Services
Once your company is incorporated, you may want to establish a professional image with a business address and secure mail handling services. This step is optional but highly recommended, especially for businesses operating remotely or without a physical office.
You’ll need to:
- Business Address: A registered address for your company where official documents can be received.
- Mail Handling Services: Set up a system to receive and handle your mail, ensuring timely responses to correspondence.
- Yobbi will assist you with providing 12 months of basic virtual office services, including a professional business address and mail handling, to help your company maintain a strong business presence.
Accounting Services in the Philippines
Note: Please enquire for pricing, as it may vary based on individual cases.
Philippines Accounting Services
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Accounts Receivable & Accounts Payable Management
Manage incoming payments, maintain customer invoices, ensure timely collections, handle payments to suppliers, and track payables while maintaining strong vendor relationships.
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Bank Transactions
Reconcile bank statements with accounting records, track cash flow, and ensure financial records align with actual bank transactions for accurate financial reporting.
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Payroll
Calculate employee wages, deductions, and tax liabilities, ensuring timely payroll processing and compliance with Philippine labor laws and tax regulations.
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Goods and Services Tax (GST) & Fringe Benefits Tax (FBT)
Calculate, manage, and file returns for GST and FBT obligations, ensuring timely payments and compliance with Philippine tax laws.
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Financial Statements
Prepare monthly, quarterly, and annual financial statements, including Profit and Loss, Balance Sheet, and Cash Flow Statements, to help analyze financial data for business growth and decision-making.
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Accounts Email
Set up dedicated accounts for invoicing, payments, and financial inquiries, ensuring smooth communication between your business and your accounting team for quick resolutions.
Bank Account Opening Assistance
- Provide Articles of Incorporation, By-Laws, and Board Resolution certified by the company secretary.
- Submit the SEC License to operate in the Philippines.
- Visit the bank to open the account and submit all required documents.
- Once the account is reviewed, you will receive your account-related information.
- Please note: Different banks may have varying account opening procedures. We will assist you in navigating the process and ensuring a smooth account setup.
Frequently Asked Questions
Can foreign investors own a business in the Philippines?
Yes, foreign investors can own a business in the Philippines. However, foreign ownership may be limited to 40% in certain sectors, such as public utilities or mass media.
How long does it take to register a company in the Philippines?
The process of registering a company can take between 2 to 6 weeks, depending on the business structure and how quickly required documents are submitted.
Do I need to be in the Philippines to register a company?
No, you do not need to be physically present in the Philippines to register your company. Yobbi can assist you with the entire process remotely.
What is the minimum capital requirement for starting a corporation in the Philippines?
The minimum capital requirement for a corporation is typically PHP 5,000. However, foreign investors may be required to meet specific minimum capital investment amounts depending on the nature of the business.
Do I need to register with the Bureau of Internal Revenue (BIR)?
Yes, you need to register with the BIR to obtain a Tax Identification Number (TIN) for your business. This step is required for tax compliance.
What are the ongoing compliance requirements for a business in the Philippines?
Ongoing compliance includes filing annual tax returns, renewing business permits, and complying with labor laws for employees. Regular financial reporting and updating of company records with the SEC and BIR are also necessary.