Philippines

How to Register a Business in the Philippines?

November 6, 2023 / by Tetra Consultants / 0
Registering a Business in the Philippines

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    The Philippines is one of the most dynamic economies in the East Asia and Pacific region, driven by a young population, strong consumer demand, and robust remittances. With political stability and continuous economic growth, the country offers excellent opportunities for both local and foreign investors.

    If you are planning to register a business in the Philippines, understanding the requirements and process is essential. In this guide, we will walk you through the step-by-step procedure, capital requirements, and compliance obligations to help you get started.

    Why Register a Business in the Philippines?

    • Strong economic growth: The Philippines recorded a 7.6% growth rate in 2022, the fastest since 1976.

    • Growing consumer market: Driven by remittances and a vibrant labor force.

    • Favorable reforms: The CREATE Act standardized incentives across 14 investment promotion agencies.

    • Future potential: The economy is projected to surpass $1 trillion GDP by 2034.

    These factors make the Philippines an attractive hub for entrepreneurs looking to expand in Southeast Asia.

    Requirements to Register a Business in the Philippines

    For corporations, the key requirements include:

    • Directors: Minimum of 5 and maximum of 15 directors. At least 50% must be Philippine residents.

    • Corporate officers: At least 4 – President, Treasurer, Corporate Secretary, and Compliance Officer.

    • Foreign equity options:

      • 0% Foreign Equity (100% Filipino-owned) – Minimum capital: US$100 (~₱5,000).

      • <40% Foreign Equity – Minimum capital: US$100 (~₱5,000).

      • >40.01% Foreign Equity – Minimum capital: US$200,000 (~₱4.8 million).

    Tetra Consultants can also provide nominee director and shareholder services if needed.

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

    Step 1: Register your business name and business with Securities and Exchange Commission (SEC) 

    • Tetra Consultants will begin by checking if your desired business name is available through the SEC’s online platform or by visiting the Security and Exchange Commission (SEC). 
    • If the name is available, Tetra Consultants will proceed to register/reserve it by following these steps: 
    • Prepare and notarize the necessary documents, including the Articles of Incorporation, by-laws, Treasurer’s Affidavit, and a Joint Affidavit of two incorporators. This affidavit assures the SEC that you will promptly change the name if required by legal directives. 
    • Note: If the Articles of Incorporation already contain this commitment, the Joint Affidavit is not necessary. And if you do not have Articles of Incorporation or any other legal document Tetra Consultants experts can draft that for you.  
    • Then Tetra Consultants will be submitting the notarized documents to the SEC Office located in Mandaluyong City. Tetra Consultants experts will make sure to comply with all the documents once the engagement gets started and will also prepare drafts for legal documents. 
    • After due processing, claim your official SEC Certificate of Registration, you can mark the formal establishment of your business. 
    • You may feel it to be a lengthy process with lots of complexities but if you start your engagement with Tetra Consultants you will preserve the preferred name for your company and will make sure to comply with all the deadlines through our offshore company incorporation. 

    Step 2: Acquire Barangay Clearance 

    • After registering the business name Tetra Consultants will then head to the barangay office where your business is located to obtain and complete the required application form. 
    • Present the following documents along with your completed application form: 
    • Certificate of Business Registration from the SEC 
    • Two (2) valid IDs 
    • Proof of Address, which may be a Contract of Lease (if rented) or Certificate of Land Title (if owned). 
    • This process ensures that your business is officially recognized and registered within the local community, establishing a strong presence in your chosen location. 
    • Tetra Consultants have an experienced group of experts who can apply for such offshore financial licenses on your behalf for your company without making you leave your desk.  

    Step 3: Acquire business permit from mayor’s office 

    • After which our experts will be heading to the municipal office in the area where your business is situated. Obtain and complete the necessary application form. 
    • We ensure to submit your completed application form along with the following documents: 
    • Certificate of Business Registration from SEC 
    • Barangay Clearance Certificate 
    • Two (2) valid IDs 
    • Proof of Address, which may be a Contract of Lease (if rented) or Certificate of Land Title (if owned). 
    • Processing Time: Allow at least one week for document processing. However, depending on industry-specific permit requirements, it may take longer. Ensure all documents are complete for a smoother process. 

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

    • Once you have obtained the Mayor’s Business Permit, the next crucial step is registering with the Bureau of Internal Revenue (BIR). To initiate this process, Tetra Consultants will be visiting the Regional District Office (RDO) that corresponds to the location of your business. Here, you will be provided with a registration form, specifically the BIR Form 1903 designed for Partnership/Corporation setups. 
    • Submit the completed registration form along with a set of vital documents including the Certificate of Registration from SEC, Barangay Clearance, and the Business Permit from the Mayor’s Office. Additionally, furnish proof of your business address, which may be a Contract of Lease (if rented) or a Certificate of Land Title (if owned), and present any applicable valid IDs. 
    • Next, Tetra Consultants will settle the Registration Form (BIR Form 0605) and, if relevant, the Documentary Stamp Tax (BIR Form 2000). Subsequently, our experts will ensure to register your book of accounts and receipts/invoices, ensuring compliance with BIR guidelines. Finally, upon successful processing, claim your Certificate of Registration (BIR Form 2303) to solidify your business’s legal standing. This comprehensive process establishes your business within the taxation framework, ensuring smooth operations and compliance with regulatory standards can be done with the offshore company incorporation services provided by Tetra Consultants.   

    Step 5: Corporate bank account opening 

    • Having a bank account is important for business to manage their funds and also to track down the investments.   
    • Tetra Consultants’ experts can assist you with corporate bank account opening in the bank preferred by the clients within the 4 weeks after the incorporation.  

    Conclusion

    Understanding how to register a business in the Philippines is crucial for entrepreneurs who want to take advantage of the country’s rapid growth and investor-friendly reforms. The process can be complex, especially for foreign entities, due to compliance requirements and documentation.

    This is where Tetra Consultants can help. Our experts provide end-to-end support for company incorporation, nominee services, offshore financial licenses, and compliance filing, making it easier for you to start and operate a fully functional business in the Philippines.

    Tetra Consultants

    Tetra Consultants is the consulting firm that works as your advisor and trusted partner in your business expansion. We tell our clients what they need to know, instead of what they want to hear. Most importantly, we are known for being a one-stop solution for our valued clients. Contact us now at enquiry@tetraconsultants.com for a non-obligatory free consultation. Our team of experts will be in touch with you within the next 24 hours.

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