Philippine company registration spans multiple agencies and produces multiple certificates. This checklist organises the requirements by stage so you know what to prepare before you start — and in what order.
Stage 1 — SEC Incorporation
The Securities and Exchange Commission (SEC) issues the Certificate of Incorporation that every other registration depends on. For foreign-owned corporations, confirm your minimum paid-in capital and foreign ownership eligibility before drafting the Articles of Incorporation.
Documents from individual foreign shareholders:
- Passport (certified true copy, apostilled if required)
- Proof of residential address
- Tax identification number or equivalent from your home country
Documents from corporate shareholders (if a foreign company is the shareholder):
- Articles of incorporation / certificate of incorporation from the home jurisdiction, apostilled
- Board resolution authorising the Philippine investment and designating a signatory, apostilled
- Proof of the company’s registered address
Company documents you prepare:
- Articles of Incorporation (AOI) — names, addresses, corporate purpose, authorised capital stock, paid-in capital
- By-laws
- Treasurer’s Affidavit confirming paid-in capital was received
- Bank certificate evidencing paid-in capital (from a Philippine bank)
- Cover sheet for SEC registration
- General Information Sheet (GIS) — filed immediately after incorporation
Capital note: A domestic-market corporation with more than 40% foreign equity must have at least US$200,000 paid-in capital (reducible to US$100,000 with DOST-certified advanced technology or a majority-Filipino workforce of at least 15 direct Filipino employees). Export enterprises (exporting 60%+ of output) are exempt from the minimum capital requirement. See our minimum capital guide for details.
Stage 2 — BIR Registration
After the SEC Certificate of Incorporation, register with the Bureau of Internal Revenue (BIR) Revenue District Office covering your business address.
- BIR Form 1903 (Application for Registration for corporations)
- SEC Certificate of Incorporation and AOI
- Proof of address (lease contract or title)
- Mayor’s permit or barangay clearance (or affidavit of pending application)
- Payment of annual registration fee (currently ₱500)
- Books of accounts for BIR stamping
The BIR issues a Certificate of Registration (Form 2303) specifying your registered tax types (income tax, VAT or percentage tax, withholding taxes). This COR must be posted at your premises and is required by all other agencies.
Stage 3 — LGU Permits
Local government licensing typically runs alongside BIR registration.
Barangay clearance (from the barangay hall covering your office):
- SEC Certificate of Incorporation
- Proof of address (lease contract)
- Community Tax Certificate (cedula)
- Valid ID of the authorised representative
Mayor’s permit (from City Hall or Municipal Hall):
- Barangay clearance
- SEC Certificate of Incorporation and GIS
- BIR Certificate of Registration
- Fire Safety Inspection Certificate (Bureau of Fire Protection)
- Sanitary permit (where applicable)
- Zoning clearance
Annual renewal deadline: 20 January each year. See the LGU business permit guide for the step-by-step process.
Stage 4 — SSS, PhilHealth & Pag-IBIG (if hiring)
Register as an employer with all three social-insurance agencies before your first employee’s start date. Registration is free — only monthly contribution remittances apply.
Documents needed across all three:
- SEC Certificate of Incorporation
- BIR Certificate of Registration
- Valid IDs of authorised signatories
Register SSS first — the SSS employer number is referenced during PhilHealth and Pag-IBIG registration. See the SSS, PhilHealth & Pag-IBIG guide for full details.
Stage 5 — Incentive Registrations (Optional)
If you are pursuing tax incentives, additional registrations apply before or alongside SEC incorporation:
- BOI registration — for income tax holidays and enhanced deductions under the SIPP; no zone requirement
- PEZA registration — for the 5% Special Corporate Income Tax (SCIT) and duty/VAT exemptions; requires operating inside a PEZA-designated zone
See the BOI incentives guide, PEZA incentives guide, and PEZA vs BOI comparison to determine which path fits your business.
How Chamberlain Helps
Chamberlain manages the end-to-end registration stack — SEC, BIR, LGU, and the three social agencies — at a fixed, transparent fee. You handle your business; we handle the filings.
Book a consultation to confirm which stages apply to your specific structure and get a realistic timeline.
Frequently asked questions
What documents do foreign shareholders need to provide?
Passport copies (certified true copies), proof of residential address, and — for corporate shareholders — notarised and apostilled articles of incorporation or equivalent constitutional documents from the home country.
Does everything need to be apostilled?
Foreign-issued documents submitted to Philippine government agencies generally need to be apostilled (the Philippines acceded to the Apostille Convention in 2019). A local notarisation alone is not sufficient for foreign-origin documents.
How long does the full registration process take?
Allow four to eight weeks from document collection to a company that can open a bank account and operate. SEC processing times vary; BIR, LGU, and employer registrations add one to three weeks on top.