How to Register a Business in the Philippines?

Registering a business in the Philippines can be a strategic move for entrepreneurs targeting Southeast Asia. The country offers a large English-speaking workforce, strong domestic consumption, and improving regulatory reforms.

However, foreign ownership restrictions, capital requirements, and post-incorporation compliance make the process more complex than most “guides” admit.

This article provides a practical, 2025-updated guide covering:

• Eligibility
• Costs
• Timelines
• Foreign ownership rules
• Banking realities
• Common mistakes

This is written for decision-makers, not casual readers.

Why Register a Business in the Philippines?

The Philippines remains one of the faster-growing economies in the ASEAN region.

Key advantages include:

• Large consumer market driven by remittances
• English as an official business language
• Competitive labor costs
• Government-backed tax reforms under the CREATE Act

According to the World Bank, the Philippines continues to strengthen its business environment through regulatory simplification.

That said, the Philippines is not suitable for every business model, especially for foreigners seeking speed or anonymity.

Who Should (and Should Not) Register a Company in the Philippines

Suitable For

• Export-oriented service companies
• IT, BPO, consulting, and SaaS businesses
• Trading companies targeting ASEAN markets
• Long-term operational businesses

Not Ideal For

• Businesses requiring unrestricted 100% foreign ownership
• Entrepreneurs expecting instant bank account approval
• Short-term holding or shell companies
• Businesses unable to meet minimum capital requirements

Being honest about this improves both trust and conversion.

Types of Business Entities in the Philippines

Foreign and local entrepreneurs can choose from several legal structures:

Entity Type	Foreign Ownership	Typical Use Case
Corporation	Allowed (with limits)	Most foreign businesses
Partnership	Limited	Local or mixed ownership
Branch Office	100% foreign	Foreign parent companies
Representative Office	100% foreign	Non-revenue activities

Official SEC reference:

Foreign Ownership Rules and Capital Requirements (2025)

Foreign ownership is regulated under the Foreign Investments Act.

Capital Requirements

Foreign Ownership Level	Minimum Paid-Up Capital
0–40% foreign ownership	Approx. USD 100
More than 40% foreign ownership	USD 200,000
Export-oriented companies (≥60% exports)	Capital reduction possible

Foreign Investment Act reference:
Important:
Even if capital requirements are met, banks may reject account opening if the source of funds or business activity is unclear.

Step-by-Step Process to Register a Business in the Philippines

Step 1: Register with the Securities and Exchange Commission (SEC)

This establishes your company as a legal entity.

Process includes:

• Name availability check
• Preparation of Articles of Incorporation and By-Laws
• Notarization and submission
• Issuance of SEC Certificate of Registration

Estimated timeline: 5–10 working days

Step 2: Obtain Barangay Clearance

This confirms your business is recognized at the local community level.

Required documents:

• SEC Certificate
• Proof of business address
• Valid identification

Estimated timeline: 1–2 working days

Step 3: Secure Mayor’s Business Permit

Issued by the local government unit where the business operates.

Documents required:

• SEC Certificate
• Barangay Clearance
• Proof of address
• Valid IDs

Estimated timeline: 5–7 working days

Step 4: Register with the Bureau of Internal Revenue (BIR)

BIR registration is mandatory for tax compliance.

Includes:

• BIR Form 1903
• Registration fee (BIR Form 0605)
• Documentary Stamp Tax (if applicable)
• Registration of books of accounts
• Authority to print official receipts
• Issuance of BIR Certificate (Form 2303)

Estimated timeline: 7–10 working days

Step 5: Corporate Bank Account Opening

This is the most challenging step for foreign founders.

Banks assess:

• Business substance
• Ownership structure
• Source of funds
• Expected transaction flow

Realistic timeline: 2–4 weeks

Incorporation does not guarantee bank account approval.

Common Mistakes Foreign Entrepreneurs Make

• Choosing an incorrect ownership structure
• Ignoring banking compliance requirements
• Underestimating post-incorporation filings
• Registering restricted activities unknowingly
• Assuming low capital equals low scrutiny

These mistakes lead to delays, rejections, or penalties.

Ongoing Compliance Requirements

After incorporation, businesses must comply with:

• Annual SEC filings
• Monthly and quarterly BIR tax filings
• Renewal of local permits
• Corporate governance obligations

Non-compliance can result in fines, account suspension, or company closure.

How Tetra Consultants Can Assist

Tetra Consultants provides end-to-end support, including:

• Pre-incorporation structuring advice
• Company registration and filings
• Nominee services (where legally permitted)
• Corporate bank account coordination
• Ongoing compliance management

The focus is on long-term operational success, not just registration.

Conclusion

Business registration in the Philippines offers real opportunities—but only for entrepreneurs who understand the legal, financial, and compliance realities.

Before proceeding, ensure your ownership structure, capital plan, and banking strategy are aligned with your business goals.

For tailored guidance, consult professionals experienced in cross-border company formation.