E-commerce in the Philippines spans multiple business models — and the ownership and capital rules differ meaningfully between them. Getting the structure right before you register matters.
Ownership: what’s open, what’s restricted
The Retail Trade Liberalisation Act (RA 11595, amended 2021) was a significant reform. It removed the old 60/40 Filipino-foreign restriction for retail trade and now allows 100% foreign ownership of retail enterprises — including online-only retail — provided the foreign retailer meets the minimum paid-in capital of PHP 25 million.
Key distinctions:
- Foreign retailer (holding inventory, selling to Philippine consumers) — 100% foreign ownership allowed at PHP 25 million minimum capital.
- Marketplace / platform (connecting buyers and sellers, not holding inventory) — generally treated as a service business, not retail. Different capital rules apply; typically the US$200,000 domestic-market rule if serving Philippine customers, or exempt if the platform predominantly serves export transactions.
- Cross-border / export-only e-commerce — selling Philippine goods or services abroad qualifies as an export enterprise, enabling 100% ownership and exemption from the US$200,000 capital rule.
See 100% foreign ownership explained and capital thresholds for 2026 for the underlying framework.
Capital requirements in practice
| Model | Minimum Capital |
|---|---|
| Online retail (foreign-owned) | PHP 25 million |
| Platform / marketplace (domestic market) | US$200,000 or PHP 25M if retail-classified |
| Export-focused platform | Standard RCC minimum (export enterprise) |
These thresholds should be confirmed against the current FINL and DTI/SEC guidance before incorporation, as classification can depend on the commercial specifics of your model.
Registration steps
- Business model classification — determines whether retail, platform, or export rules apply.
- SEC incorporation — articles of incorporation, by-laws, name reservation.
- DTI or SEC registration of trade name (for sole traders, DTI; for corporations, SEC handles it).
- Mayor’s permit and BIR — for Philippine-facing operations.
- BOI registration (optional) — if your e-commerce activity qualifies under the Investment Priorities Plan.
- Consumer protection compliance — DTI Consumer Act, National Privacy Commission registration where applicable.
Chamberlain maps your model to the right registration path before you spend a peso. Book a consultation or see our fixed fees for e-commerce incorporations. We also handle business registration across all entity types.
Frequently asked questions
Can a foreigner own 100% of an e-commerce business in the Philippines?
It depends on the model. A foreign-owned company can operate an e-commerce platform or marketplace with up to 100% foreign ownership if it does not engage in activities reserved for Filipinos or restricted under the FINL. Pure online retail to Philippine consumers previously had restrictions under the Retail Trade Act, but the amended Retail Trade Liberalisation Act of 2021 removed the foreign equity cap for retailers meeting a minimum paid-in capital threshold.
What capital does a foreign e-commerce company need?
Foreign retailers under the amended Retail Trade Liberalisation Act (RA 11595) must have a minimum paid-in capital of PHP 25 million (approximately US$430,000) per physical store, or PHP 25 million for online-only retail. Marketplace or platform businesses that do not hold inventory may qualify under lower capital rules.
Do e-commerce businesses qualify for BOI incentives?
E-commerce infrastructure and logistics businesses may qualify for BOI registration depending on the activity. Marketplace platforms serving export transactions can potentially access incentives. PEZA registration is less common for e-commerce but possible for qualifying digital-services components.