# Philippine Company Setup Checklist for Foreign Founders

Use this before you start incorporation. It is a planning checklist, not legal advice.

## 1. Confirm the business activity

- Describe what the company will sell or provide in plain English.
- Check whether the activity appears on the current Foreign Investment Negative List.
- Flag regulated sectors early: financial services, education, telecoms, energy, mining, security, recruitment, healthcare, and professional services.

## 2. Choose the entity path

- Domestic corporation for most operating businesses.
- One Person Corporation when a single eligible shareholder wants a simpler structure.
- Branch office when the foreign parent wants to operate directly in the Philippines.
- Representative office when the Philippine presence will only market, coordinate, or liaise.

## 3. Map ownership and capital

- Confirm whether 100% foreign ownership is permitted.
- If foreign equity exceeds 40%, check the US$200,000 domestic-market capital rule.
- Check whether an export-enterprise exemption or US$100,000 reduction applies.
- Decide who will act as Philippine-resident treasurer and resident agent where needed.

## 4. Prepare registration documents

- Proposed company names.
- Passport or corporate documents for shareholders.
- Articles of Incorporation and By-Laws.
- Treasurer's Affidavit and capital documentation.
- Office lease or address documentation.
- Secondary licence endorsements where required.

## 5. Plan the post-SEC sequence

- SEC registration.
- BIR registration and books of accounts.
- Barangay clearance.
- Mayor's or business permit.
- SSS, PhilHealth, and Pag-IBIG employer registrations if hiring.
- Corporate bank account and operating capital movement.

## 6. Decide what happens after launch

- Monthly bookkeeping and BIR filings.
- Payroll and statutory contributions.
- Corporate secretary and GIS/AFS calendar.
- Work visas or permits for foreign directors and employees.

Chamberlain can review the activity, ownership, entity type, capital, and timeline before you file. Contact: hello@chamberlain.ph.