The minimum paid-in capital for a foreign-owned Philippine company is not one fixed number — it depends on who your customers are, how much you export, and what technology or workforce you bring. Working through three questions will get you to the right figure before you draft the Articles of Incorporation.
Question 1: How Much Will You Export?
If your company will export at least 60% of its output (goods or services), it qualifies as an export enterprise under the Foreign Investments Act (FIA).
Export enterprises:
- Can be 100% foreign-owned
- Are exempt from the US$200,000 minimum capital requirement
- Apply only the nominal minimum capital of the Revised Corporation Code
This exemption is the most common path for foreign-owned BPO companies, software development firms, and consulting businesses that primarily bill overseas clients. The 60% threshold applies to output sold or rendered outside the Philippines — confirm your revenue mix qualifies before relying on the exemption.
Question 2: Are You Selling Primarily in the Philippines?
If you are a domestic-market enterprise (selling mainly within the Philippines) and you want more than 40% foreign ownership, the baseline minimum is US$200,000 in paid-in capital. This figure is set by the FIA and applies to the paid-in (paid-up) portion of the subscribed capital.
Question 3: Do You Qualify for the US$100,000 Reduction?
The US$200,000 threshold drops to US$100,000 if either of these conditions applies:
- The company uses advanced technology as certified by the Department of Science and Technology (DOST), or
- The company keeps a majority-Filipino direct workforce with at least 15 Filipino employees (the statutory minimum under the current FIA amendments; the earlier 50-employee figure has been superseded)
Only one condition needs to be satisfied. The reduction applies to paid-in capital, not just authorised capital.
Quick Decision Table
| Situation | Minimum paid-in capital |
|---|---|
| Export enterprise (60%+ of output exported) | Nominal (RCC minimum) |
| Domestic market, ≤ 40% foreign equity | Nominal (RCC minimum) |
| Domestic market, > 40% foreign, DOST-certified advanced tech | US$100,000 |
| Domestic market, > 40% foreign, majority-Filipino workforce (≥15 direct employees) | US$100,000 |
| Domestic market, > 40% foreign, standard case | US$200,000 |
| Retail trade (if foreign-eligible) | Separate thresholds under RA 11595 |
What “Paid-In Capital” Means in Practice
Authorised capital is the total share capital stated in the Articles of Incorporation. Subscribed capital is what shareholders commit to take up. Paid-in capital (or paid-up capital) is the portion actually paid in cash at the time of incorporation.
SEC rules under the Revised Corporation Code require at least 25% of the authorised capital to be subscribed and at least 25% of that subscribed amount to be paid up — subject to the FIA minimums overriding when applicable.
The paid-in capital must be evidenced by a bank certificate from a Philippine bank confirming receipt of funds. The SEC will not issue a Certificate of Incorporation without it.
Sectors With Different Rules
Certain industries — retail trade, banking, insurance, natural resources, public utilities, education, and others — have separate ownership and capital requirements under sector-specific legislation or the Foreign Investment Negative List. Always check sector rules alongside the FIA baseline.
For a detailed breakdown by ownership scenario, see the minimum paid-in capital page and the 100% foreign ownership guide. Once you know your structure, Chamberlain handles all filings at a transparent fixed fee. Book a consultation to confirm the right capital figure for your specific setup.
Frequently asked questions
Does the capital requirement apply to every foreign-owned company?
It applies to domestic-market enterprises with more than 40% foreign ownership. Export enterprises (60%+ exports) and companies with 40% or less foreign equity follow different rules and face no minimum capital threshold under the Foreign Investments Act.
Can the paid-in capital be in Philippine pesos instead of US dollars?
Yes. The US dollar figures in the Foreign Investments Act are the threshold benchmarks; the actual subscription is expressed in Philippine pesos converted at the prevailing BSP reference rate at the time of incorporation.
Is paid-in capital locked away permanently?
No. Once the company is incorporated and BIR-registered, the paid-in capital is working capital available for legitimate operating expenses. It is not placed in escrow or restricted.