Assist in the legal formation of your company as per the laws of the Philippines and handhold you through the processes and procedures to reduce your time to market. Our services are tailored to your specific needs. Working with us who specialize in company formation in the Philippines can help ensure a smooth and successful registration process.
The first step in forming a company in the Philippines is to choose a business structure. There are several types of business structures to choose from, including sole proprietorship, partnership, corporation, and single owner companies in addition to limited liability company (LLC). The Philippines do not have a LLC Corporation but they have a Partnership that is Limited.
For Corporations with foreign equity, you may also choose from registering a foreign representative office, Branch office or Regional operating headquarters.
Once your business structure has been finalized, the next step is to reserve a company name with the Securities and Exchange Commission (SEC) of the Philippines for corporations, partnerships and one person corporation (OPC) or with the Department of Trade and Industry (DTI) for sole proprietorship entities. The name must be unique and not confusingly similar to any other registered business name in the Philippines. Trade name is used for a single owner company
To register a company in the Philippines, the following documents must be submitted to the SEC: Articles of Incorporation (AOI), By-Laws (BL), Treasurer's Affidavit at times, a bank certification is necessary for the required capitalization depending on the type of corporation to be registered, and a General Information Sheet (No GIS is needed for new corporations, it will only be due for submission after the first year of operations).
All incorporators must be natural persons. Juridical entities cannot be incorporators. Make sure that every incorporator has a registered Tax identification Number (TIN) when submitting the AOI and BL.
There are legal technicalities in appointing officers of the corporation. Check the qualifications for each as there are restrictions on residency and citizenship.
After registering the company with the SEC, the next step is to obtain business permits from local government units (LGU). The required permits and licenses vary depending on the nature of the business and its location.
Each LGU has its own governing body “Sanggunian” which is its legislative arm. Consequently, each LGU has ordinances that are independent and unique from other LGU's. Your company or business may be denied a permit to operate despite registration with the SEC if the location of your business address is not compliant with the local zoning ordinances.
Each LGU also has its own rates for different classifications of businesses under their territory. Check the City/ Municipal ordinances as this will affect assessments in annual permits and licenses.
All companies in the Philippines must register with the BIR and obtain a Tax Identification Number (TIN). The company must also register Percentage Tax for Value-Added Tax (VAT) if its annual gross sales exceed the thresholds set by the National Internal Revenue Code (NIRC).
Receipts/invoices or other commercial documents must also be registered with the BIR and would need an Authority to print (ATP). Books of accounts, as well must be stamped and registered with the Bureau. If preferring to register a computerized system or loose paper reports, there will be a list of documents and requirements to be complied with before a company is allowed registration.
Depending on the nature of the business, additional registrations with other government agencies may be required. For example, companies in certain industries may need to register with the Department of Trade and Industry, Technical Education and Skills Development Academy (TESDA), Department of health (DOH), Department of Education (DOE), Banko Sentral ng Pilipinas (BSP), the Board of Investment (BOI), the Department of Labor and Employment, or the Philippine Economic Zone Authority.
