TL;DR: Philippine statutes do not use the term virtual office. The SEC requires a specific address in the Philippines. The BIR registers the head office with the Revenue District Office for that address and requires the Certificate of Registration posted where the business is conducted. The barangay clearance and the mayor’s permit come from the local government at that address, and the checklist often includes an inspection of the premises. The Corporation Code does not set a floor area or a minimum lease term.
What the contract covers
A virtual office is a contract. The provider lets you name its street address as your principal office, receive mail there, and sometimes book a meeting room. You do not take a full-time suite, and you do not sign a multi-year lease of a whole floor.
That contract can supply the address line in the articles. The license to operate is still the mayor’s permit. A branch or representative office still appoints a resident agent. Follow the sequence in the setup guide.
What the SEC requires
Section 13 of the Revised Corporation Code, Republic Act No. 11232, requires the articles to state the place of the principal office, and that place must be in the Philippines. The form in Section 14 asks for the city or municipality, and the province.
SEC Circular No. 3, series of 2006, requires the specific address of the principal office, including, if feasible, the street number, street name, barangay, and city or municipality. The circular says Metro Manila shall no longer be allowed as the address of the principal office. Filings that skip this are non-compliant.
A street address in a real building, with a unit or floor, meets that sentence. The words “Metro Manila” do not. A post office box does not identify a street, a barangay, or a building.
TODO: no SEC memorandum circular found for this guide uses the term virtual office. Do not treat a provider’s marketing as an SEC approval. The test at filing is whether the address in the articles is specific and in the Philippines.
An OPC files under Section 118, which points back to Section 14. The single stockholder uses the same principal-office line. Section 115 applies the rest of the Code where the OPC chapter is silent, so a mailbox still has to be a specific Philippine address.
A foreign corporation applying for a license has a separate list. Section 142 requires the address of the resident agent and the place in the Philippines where the corporation intends to operate. Section 144 says the resident agent is an individual residing in the Philippines, or a domestic corporation lawfully transacting business here. Section 145 makes service on that agent valid service on the company. The agent has to tell the SEC when the agent’s address changes. A virtual office contract does not appoint that person. Read the resident agent guide if you are registering a branch or representative office.
What the BIR checks
Section 236 of the Tax Code requires registration with the BIR on or before the start of business. Revenue Regulations No. 15-2024 say that a person selling through a physical store registers the head office with the district office for that place of business, and registers a branch where the branch sits. The BIR NewBizReg portal asks for the business address and uses it to pick the Revenue District Office.
The same regulations say you post the Certificate of Registration, or the electronic certificate, at the place where the business is conducted, where the public can see it.
Revenue Memorandum Circular No. 70-2013 corrected the documentary list in Revenue Regulations No. 7-2012. A contract of lease is in the “other documents” group, and you submit it only if it applies. The circular does not demand a long commercial lease from every registrant. If you do not own the address, the contract that lets you use it is the document examiners expect. Our BIR registration guide lists that proof-of-address step for a new company, and BIR Form 2303 is the certificate you then display and later amend.
Pick a building in Makati and the Revenue District Office is the Makati office, even if the founders sit abroad. A later move to another city is a BIR update. If the articles name the city, file the SEC amendment as well, before the SEC address and the BIR address differ. Banks notice when the SEC address, the BIR certificate, and the proof of address disagree. See opening a corporate bank account.
The mayor’s permit is a separate gate
The Local Government Code, Republic Act No. 7160, leaves business permits to the city or municipality. The barangay of the address issues the barangay clearance. The city or municipal hall issues the mayor’s permit, which is the local license to operate. SEC acceptance of the articles does not skip either one.
Our business permit page lists the checklist foreign companies actually meet: SEC papers, the BIR certificate, proof of the office address, a zoning clearance, and a fire safety inspection of the premises. The inspection happens at the building.
TODO: no national statute found for this guide says that virtual offices are accepted, or banned, for mayor’s permits. Cities write their own checklists, and a barangay can be stricter than the city next door. Before you pay a provider, ask that city hall and that barangay whether a virtual-office contract, without exclusive occupancy, is enough for the clearance, the zoning, and the fire inspection.
A provider that will not host the inspection, or will not sign as the party giving you the right to use the unit, can stop the permit after the SEC has already accepted the address. Retail open to the public, food service, a clinic, a plant, or a warehouse need a premises those inspectors can walk. A consulting or holding company with no public counter is the case where a serviced address is most often tried. Even then, the local business tax follows the city of the address.
Sole proprietorships
DTI business-name registration is not SEC incorporation. Administrative Order No. 10-01, series of 2010, section 8.6, requires a complete business address: house or building number, street, barangay, city or municipality, and province, including the unit or room where that applies. The order states that a post office box is not an address and cannot be used for registration.
DTI registration is the right to use the business name. The proprietor still registers with the BIR and still gets the local permit before operating. Foreign nationals generally do not register as sole proprietors. The usual path is an SEC corporation. See DTI registration for that limit, and entity types if you are choosing between an OPC and a domestic corporation.
What to put in the provider contract
Ask for these in writing before the address goes into the articles.
- The full address: unit or floor, building, street, barangay, city or municipality, and province.
- A sentence that you may use that address as the principal office for SEC, BIR, and local filings.
- Who receives government mail, and how you get it.
- Whether the provider will allow a BIR visit or a local inspection at that unit.
- A term that covers SEC filing, BIR registration, and the first mayor’s permit year.
- A copy of the provider’s own business permit for that building. If they cannot show it, do not use the address.
Keep the same address string on the articles, the BIR application, and the permit forms. A shortened version on one form and a full version on another is a common reason a bank or an examiner sends the file back.
When the premises have to be real
Use the contract for the SEC address line when you have a specific Philippine street address and a document that gives you the right to name it.
Use a premises an inspector can walk, and a lessor who will sign for that use, when the business holds stock or equipment there, or when customers come to the door. Office solutions is where the address, the permit, and the place the team actually works have to match.
This is general information on the statutes and issuances linked below, not advice on your city or your activity. If you are about to put an address into the articles, start with business registration or book a consultation.
Frequently asked questions
Can I register a Philippine corporation with a virtual office?
The Revised Corporation Code requires a principal office in the Philippines, and SEC Circular No. 3, series of 2006, requires a specific address, down to the street and barangay where feasible. Metro Manila alone fails that test. A written right to use a real street address can meet it. No SEC circular found for this guide uses the words virtual office. Treat filing as a document check.
Does a One Person Corporation need a different office?
No. Section 118 of the Revised Corporation Code tells an OPC to file articles in accordance with Section 14, which is the same principal-office line every other corporation uses. A single stockholder does not get a looser address rule.
Can a foreigner use a virtual office for a sole proprietorship?
DTI business-name registration is for sole proprietors, and DTI Administrative Order No. 10-01 rejects a post office box as an address. Foreign nationals generally register through the SEC, as a corporation or an OPC. A Filipino sole proprietor still needs a complete street address, then BIR registration and a local permit.
Will the BIR accept a virtual office contract?
BIR Revenue Memorandum Circular No. 70-2013 lists a contract of lease as a document you submit only if it applies. Revenue Regulations No. 15-2024 require the head office to register with the Revenue District Office for the place of business, and the Certificate of Registration must be posted where the business is conducted. If you do not own the premises, bring the contract that gives you the right to use that address.
Do I still need a mayor's permit if the SEC accepts the address?
Yes. SEC acceptance of the articles does not issue the barangay clearance or the mayor's permit. Those come from the barangay and the city or municipality of the address, under the Local Government Code. Many checklists ask for proof of the right to use the premises and for a fire inspection of that premises. A provider that will not allow the inspection can stop the permit even after the SEC filing.
Is a P.O. box enough for registration?
No. DTI Administrative Order No. 10-01 says a post office box is not an address for business-name registration. SEC Circular No. 3, series of 2006, requires a specific principal-office address and rejects Metro Manila as the whole address. Use a street address you have a written right to use.
Official sources
Primary references this guide is checked against.
- Securities and Exchange Commission, Republic Act No. 11232, Revised Corporation Code
- Supreme Court E-Library, SEC Circular No. 3, series of 2006, principal office address
- Supreme Court E-Library, DTI Administrative Order No. 10-01, series of 2010, Business Name Law rules
- Bureau of Internal Revenue, Revenue Regulations No. 15-2024
- Bureau of Internal Revenue, NewBizReg portal
- Supreme Court E-Library, BIR Revenue Memorandum Circular No. 70-2013
- LawPhil, Republic Act No. 7160, Local Government Code of 1991
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