How to Set Up a Company in the Philippines as a Foreigner (2026)

TL;DR: Foreigners can usually set up a Philippine company by screening the activity against the 13th FINL, choosing the entity, confirming paid-in capital, filing with the SEC, then completing BIR, barangay, and LGU registrations. Straightforward setups typically take four to eight weeks when documents and capital are ready.

The Philippines is one of Southeast Asia’s most accessible markets for foreign founders — English is an official business language, the talent pool is deep, and the regulatory environment has opened up considerably since 2022. If you’re planning to incorporate in 2026, here’s what the process actually looks like.

Step 1: Check your ownership position under the 2026 FINL

Before anything else, verify whether your planned activity is on the Foreign Investment Negative List (FINL). The 13th Regular FINL, issued as Executive Order 113 and effective 2 May 2026, is the current authoritative document. If your activity is not on the list, you can generally own up to 100% of a Philippine company.

A defined set of sectors — mass media, small-scale mining, private security agencies, and certain licensed professions — remain capped. Everything else is open. See our full breakdown at /resources/finl-2026-explained.

Step 2: Choose the right entity

The three structures foreigners most commonly use are:

• Domestic corporation — the standard vehicle for operating locally. Requires at least two incorporators (or one for a One Person Corporation) and a board with majority Philippine-resident directors.
• One Person Corporation (OPC) — a single-stockholder corporation introduced under the Revised Corporation Code. Foreigners can use it provided ownership is permitted; it simplifies governance but has the same capital and FINL rules.
• Branch office — an extension of a foreign parent, not a separate legal entity. Useful for professional services firms or intra-company activity; carries full parent liability.
• Representative office — limited to liaison functions; cannot derive income in the Philippines.

A comparison of entity types helps clarify which fits your model.

Step 3: Meet the minimum capital requirement

For a domestic-market company with foreign equity above 40%, the minimum paid-in capital is US$200,000. Two important reductions apply under the Foreign Investments Act:

• US$100,000 if the company involves advanced technology or keeps a majority-Filipino workforce with at least 15 direct Filipino employees.
• No minimum for export enterprises — defined as companies deriving at least 60% of revenues from export.

Full detail at /business-registration/minimum-paid-in-capital-2026.

Step 4: Register with the SEC

Company registration starts at the Securities and Exchange Commission (SEC). Since 2023 the SEC has progressively rolled out eSPARC (the online articles-of-incorporation portal) and the OneSEC unified dashboard. For most straightforward incorporations, name reservation and submission of incorporation documents can be completed electronically, reducing the time spent in line at SEC offices.

Required documents typically include:

• Articles of Incorporation and By-Laws
• Treasurer’s Affidavit (confirmation of paid-in capital)
• Joint Affidavit of incorporators
• Endorsements where the activity requires a secondary licence (e.g., BSP for financial services)

Step 5: Open a bank account and remit capital

A Foreign Currency Deposit Unit (FCDU) account or peso account is opened before SEC filing to receive and certify the treasurer’s deposit. The treasurer (who must be a Philippine resident) certifies the deposit in the Treasurer’s Affidavit. Capital may later be converted to pesos for operational use.

Step 6: Register with the BIR, LGU, and barangay

After the SEC Certificate of Incorporation, you register for tax purposes with the Bureau of Internal Revenue (BIR) — obtaining a TIN, registering official receipts, and choosing the applicable tax regime (standard corporate income tax or an incentives-based regime under CREATE MORE if you qualify).

The Local Government Unit (LGU) business permit and barangay clearance come next. These are location-specific and represent the last formal step before operations begin.

What CREATE MORE changes for 2026 filers

Republic Act 12066 (CREATE MORE Act), in force since late 2024, reformed the incentives landscape managed by investment promotion agencies like PEZA and BOI. Registered enterprises in Export Development Zones and qualifying domestic activities can access a 5% Special Corporate Income Tax (SCIT) rate on gross income in lieu of national and local taxes, plus enhanced deductions during a transition period. If your company plans to operate in an economic zone or export-oriented sector, this route warrants serious consideration before you finalise your structure.

Timeline and cost

From SEC name reservation to LGU business permit, most straightforward incorporations complete in four to eight weeks. Government filing fees are modest; the variable cost is professional time, capital remittance logistics, and secondary licences. See /business-registration/cost-and-timeline for a current breakdown.

Getting it right the first time

The rules are navigable, but the paperwork is sequential — a missing document at the SEC delays everything downstream. Chamberlain handles the whole process — entity choice, SEC filing, BIR registration, LGU permit — at a transparent fixed fee with no billable-hours surprises.

Book a free consultation to confirm your ownership structure and get a clear timeline before you commit capital.