Republic Act No. 11232 or the Revised Corporation Code of the Philippines now allows for the registration of a simplified version of a corporation.
Currently, the majority of corporations registered in the Philippines use nominee incorporators and directors. The new legal entity called One Person Corporation (OPC) will now allow for a sole shareholder, thus eliminating the need for nominees.
Many of the larger corporations in the Philippines will not do business with a Sole Proprietorship. The OPC erases this disadvantage while also including the benefit of limited legal liability.
Who Can Register an OPC
Only a natural person, trust, or an estate may form a One Person Corporation.
Who Cannot Register an OPC
Banks and quasi-banks, pre-need, trust, insurance, public and publicly-listed companies, and non-chartered government-owned and -controlled corporations may not incorporate as One Person Corporations. A natural person who is licensed to exercise a profession may not organize as a One Person Corporation for the purpose of exercising such profession except as otherwise provided under special laws.
Cover Sheet, Articles of Incorporation, written consent documents from Nominee and Alternate Nominee
By-laws are not required.
The single stockholder shall be the sole director and president of the One Person Corporation. A treasurer and corporate secretary are also needed. In the case that the president also acts as treasurer, s/he shall give a surety bond to the SEC.
The president may not assume the role of corporate secretary. Both the treasurer and corporate secretary must be residents of the Philippines. The corporate secretary shall be a Filipino citizen.
Roles Played by Nominee and Alternate Nominee
The single stockholder shall designate a nominee and an alternate nominee who shall, in the event of the single stockholder’s death or incapacity, take the place of the single stockholder as director and shall manage the corporation’s affairs.
In case of death of the single stockholder, the nominee will manage the corporation only until the heirs designate his replacement.
A One Person Corporation shall indicate the letters “OPC” either below or at the end of its corporate name.
An Ordinary Corporation may be converted to an OPC, and vice-versa.
The Revised Corporation Code 2019 of the Philippines or Republic Act No. 11232
Does a One Person Corporation (OPC) only need one individual to register? Read below to find out the requirements to register an OPC.
A one person corporation (OPC) is a corporation with a single stockholder, who can only be a natural person, trust or estate.
The incorporator of an OPC being a natural person must of be of legal age.
2. Corporate Name
The suffix “OPC” should be indicated by the one person corporation either be-low or at the end of its corporate name.
3. Single Stockholder as Director and Officer
The single stockholder shall be the sole director and president of the OPC.
4. Designation of Nominee and Alternate Nominee
The single stockholder is required to designate a nominee and an alternate nominee named in the Articles of Incorporation who shall replace the single stockholder in the event of the latter’s death and/or incapacity. The written consent of both the nominee and alternate nominee shall be attached to the application for incorporation.
5. Only Articles of Incorporation Needed
The OPC shall file its Articles of Incorporation (AI) in accordance with the requirements of Section 14 of the Revised Corporation Code of the Philippines. The AI must set forth its primary purpose, principal office address, term of existence, names and details of the single stockholder, the nominee and alternate nominee and the authorized, subscribed and paid-up capital and such other matters consistent with law and which may be deemed necessary and convenient.
The OPC is not required to submit and file its Bylaws.
7. Minimum Capital Stock Not Required
The OPC is not required to have a minimum authorized capital stock except as otherwise provided by special law.
Further, unless otherwise required by applicable laws or regulation, no portion of the authorized capital is required to be paid-up at the time of the incorporation.
Within fifteen (15) days from the issuance of its Certificate of Incorporation, the OPC shall appoint a Treasurer, Corporate Secretary, and other officers, and notify the SEC thereof within five (5) days from appointment, using the Appointment Form as may be prescribed by the SEC.
The single stockholder shall not be appointed as Corporate Secretary but may assume the role of a Treasurer.
9. Bond Requirement for the Self-Appointed Treasurer
The single stockholder who assumes the position of the Treasurer shall post a surety bond to be computed based on the authorized capital stock (ACS) for the OPC as shown in the Table below:
Surety Bond Coverage*
1.00 to 1,000,000.00
1,000,001 to 2,000,000.00
2,000,001 to 3,000,000.00
3,000,001 to 4,000,000.00
4,000,001 to 5,000,000.00
P 5,000,001.00 and above = Amount of surety bond coverage shall be equal to the OPC’s ACS.
* Subject to renewal every two (2) years or as may be required, upon review of the annual submission of the Audited Financial Statements/Financial Statements certified under oath by the company’s President and Treasurer.
** The bond is a continuing requirement for so long as the single stockholder is the self-appointed Treasurer of the OPC.
*** The bond may be cancelled upon proof of appointment of another person as the Treasurer and Filing of the Amended Form for the Appointment of Officers.
10. Change of Nominee or Alternate Nominee
The single stockholder may, at any time, change its nominee and alternate nominee by submitting to the Commission the names of the nominees and their corresponding written consent. The Articles of Incorporation need not be amended.
11. Incapacity or Death of the Single Stockholder
In case the single stockholder becomes incapacitated, the nominee can take over the management of the OPC as director and president. At the end of the incapacity, the single stockholder can resume the management of the OPC.
In case of death or permanent incapacity of the single stockholder, the nominee will take over the management of the OPC until the legal heirs of the single stockholder have been lawfully determined and the heirs have agreed among themselves who will take the place of the deceased.
12. Who are Not Allowed to Form OPC’s
Banks, non-bank financial institutions, quasi-banks, pre-need, trust, insur-ance, public and publicly companies, non-chartered government-owned and controlled corporations (GOCCs) cannot incorporate as OPC.
A natural person who is licensed to exercise a profession may not organize as an OPC for the purpose of exercising such profession except as otherwise provided under special laws.
13. Foreign National
A foreign natural person may put up an OPC, subject to the applicable capital requirement and constitutional and statutory restrictions on foreign participa-tion in certain invest areas or activities.
• Minimum required paid-in capital for a corporation with more than 40% foreign ownership catering to the Philippines domestic market USD200,000.00.
• Export Enterprises; minimum recommended paid-in capital PHP250,000.00.
• Export enterprises located in Philippine Economic Zone Authority approved IT Buildings are required to have a paid-in capital equivalent to 25% of the total project cost.
Nature of Business
Filipino Director: Name and Address, 2 x Government IDs, Tax Identification Number (TIN).
Foreign Director: Name and Address, copy of passport
Name and Address of Treasurer in Trust
Every shareholder, director and officer of the company is required to obtain a Philippines Tax Identification Number (TIN). A Special Power of Attorney is required, authorizing Dayanan to file the TIN application.
All documents signed overseas must be authenticated by a Philippine Embassy/Consulate or with an apostille affixed thereto.
The Food and Drug Administration (FDA) is the Philippine government agency charged with ensuring the quality and safety of the following products:
Processed food and drinks
Drugs and other pharmaceutical products
Toys and child care articles
Household pesticides/cleaning agents
In line with its mandate under the Department of Health (DOH), the FDA regulates the production, importation, and distribution of these products in the country.
A company that wishes to engage in such business activities must first obtain a License To Operate (LTO) from the FDA either as an importer or a manufacturer. Once done, the company must then apply for a Certificate of Product Registration (CPR) to ensure that its products comply with FDA technical standards.
DAYANAN can serve as primary liaison between your company and the FDA. Our familiarity with the regulatory framework and proactive approach will help ensure faster turnaround on your application. We will also link your company to laboratories recognized by the FDA to perform various required analytical tests on your products.
Makati City has long been the country’s leading business and financial hub, serving as home to 40 percent of the country’s top 1000 multinational and local corporations. The city boasts of a highly-developed transport and communications infrastructure, quality shopping centers, state-of-the-art hospitals, and premiere residential areas. All these advantages have made Makati the location of choice for new businesses.
We have previously covered the steps on registering your Philippine-based corporation with national- and municipal-level agencies. In this article, we will highlight the specific, up-to-date requirements and steps for business registration in Makati City.
Makati City Business Registration / Mayors’ Permit
1) Locational Clearance for Business
– to determine if the business activity you are applying for is allowed in the area
– will be issued by the Zoning Administration Division after five (5) working days if an inspection is needed
2) Proof of Business Address
a. Contract of Lease (if the place of business is rented)
b. Transfer Certificate of Title / Tax Declaration / Real Property Tax Receipt (if the place of business is owned)
3) Proof of Business Name and Activity / Line of Business
a. Business Name Certificate from the Department of Trade and Industry (DTI) (if sole proprietorship)
b. Articles of Incorporation or Partnership from the Securities and Exchange Commission (SEC) (if corporation or partnership)
4) Barangay Clearance for Business
5) Comprehensive General Liability Insurance (CGLI)
– protects an enterprise from liability claims arising in the course of business
ADDITIONAL REQUIREMENTS BASED ON NATURE OF BUSINESS BEING APPLIED:
1) Residence Certificate A and B for Single Proprietorship, C and C1 for Corporation
2) Contractor’s License issued by the Philippine Contractors Accreditation Board (PCAB) for General/Specialty Engineering Contractors
3) National Food Authority (NFA) License for Dealers of Rice/Corn and Wheat
4) Food and Drug Administration (FDA) Certification for Bakeries and Drugstores
5) Authority from Bangko Sentral ng Pilipinas (BSP) for Banking Institutions
6) Accreditation Certificate issued by DTI for Auto Repair Shop, Electronics, Radio, and other Electrical Equipment Businesses
7) Customs Broker’s Accreditation granted by the Bureau of Customs (BOC) for Customs Brokerage Businesses
8) Real Estate Broker’s License issued by the Professional Regulation Commission (PRC) for Real Estate Brokers
9) License issued by the Department of Labor and Employment (DOLE) for Local Manpower/Recruitment Agencies
10) License issued by the Philippine Overseas and Employment Agency (POEA) for Manning and Crewing Services
11) Pest Control License issued by Fertilizers and Pesticide Authority for Pest Control Services
12) License issued by the Optimal Media Board (OMB) for Video Rental Services
13) Occupancy Permit for Real Estate Lessors
14) License to Operate from the Philippine National Police (PNP) for Private Security Agencies
15) Clearance issued by the Department of Environmental and Natural Resources (DENR) for Mining Companies
16) Franchise granted by the Land Transportation Franchising and Regulatory Board (LTFRB) for Rent-A-Car and Transportation Services
17) License to Own and Possess Firearms issued by PNP
18) Accreditation issued by the Department of Information and Communications Technology (DICT) for Messengerial or Courier Services
19) License issued by the Department of Energy (DOE) for Dealers of Liquefied Petroleum Gas (LPG)
20) License issued by the National Telecommunication Commission (NTC) for Telecommunications Companies
21) Certificate of Accreditation issued by Philippine Shippers’ Bureau for Seafreight Forwarders
22) Accreditation issued by the Technical Education and Skills Development Authority (TESDA) for Training Centers
23) Accreditation Certificate issued by the Department of Education (DepEd) for Educational Institutions
24) Certificate of Authority to Operate issued by SEC for Financial Lending Institutions
3. EASY STEPS FOR GETTING YOUR MAYOR’S / BUSINESS PERMIT
Location: Business Permits Office (BPO), Ground Floor, New Makati City Hall Building II
Estimated Time Frame: 30 minutes
a. Secure application form from receiving or processing clerks. Be informed of the requirements and processes.
Note: If your business is considered “Subject for Inspection,” you will have to proceed to the Inspection Division.
b. Have the BPO check your requirements and accept your application. Officials will evaluate and assess taxes, fees, and charges. The BPO Chief will then sign the billing statement and application form to indicate approval.
Location: Business Tax Division / Treasury Department, Ground Floor, New Makati City Hall Building II
Estimated Time Frame: 5 minutes
a. With your approved application form and billing statement at hand, pay the corresponding fees and tax at designated windows.
Estimated Time Frame: 15 minutes
a. Claim your Business Permit, Sanitary Permit, and Fire Safety Inspection Notice.
Note: Inspections will be conducted after release of Business Permit by the Bureau of Fire Protection (BFP), Health Department, and Engineering Office.
TOTAL TIME: 50 minutes
Want to save even more time? Let the experts at DAYANAN Business Consultancy do the work for you! We’ll be happy to guide you through the ins and outs of the Philippine business registration process!
Source: Makati City BPO
Makati City skyline image taken from www.makati.gov.ph
Financing Company Information & Documentary Requirements Philippines
A corporation in the Philippines requires at least 5 incorporators and 5 directors. An incorporator is a founding shareholder. The incorporators and directors can be the same persons. Every director must own at least one share of the corporation. All the directors must be residents of the Philippines. The corporate secretary must be a Filipino citizen and resident of the Philippines. The treasurer must be a Filipino citizen and resident of the Philippines. No person can be the President and the Corporate Secretary at the same time or the President and Corporate Treasurer at the same time.
Definition: Financing companies’ hereinafter called companies, are corporations, except banks, investments houses, savings and loan associations, insurance companies, cooperatives, and other financial institutions organized or operating under other special laws, which are primarily organized for the purpose of extending credit facilities to consumers and to industrial, commercial, or agricultural enterprises, by direct lending or by discounting or factoring commercial papers or accounts receivable, or by buying and selling contracts, leases, chattel mortgages, or other evidences of indebtedness, or by financial leasing of movable as well as immovable property.
Rights and Power – Financing companies shall have the following powers:
Engage in quasi-banking and money market operations with the prior approval of the Bangko Sentral ng Pilipinas;
Engage in trust operations subject to the provisions of the General Banking Act upon the prior approval of the Bangko Sentral ng Pilipinas;
Issue bonds and other capital instruments subject to the pertinent laws, rules and regulations;
Rediscount their paper with government financial institutions subject to relevant laws, rules and regulation;
Participate in special loan or credit programs sponsored by or made available through government financial institutions;
Provide foreign currency loans and leases to enterprises that earn foreign currency by exports or other means, subject to existing laws and regulations promulgated by the Bangko Sentral ng Pilipinas.
The SEC shall allow the inclusion of the foregoing rights and powers in the Articles of Incorporation of a financing company after submission by the applicant financing company of the appropriate license/authority issued by the government agency involved.
Foreign Ownership of a Financing Company 100% foreign ownership of a financing company is allowed Republic Act No. 10881, lapsed into law on July 17, 2016. No foreign national may be allowed to own stock unless the country of which he is a national accords reciprocal rights to Filipinos. In the case of corporations owning shares in a lending company, the citizenship of the individual owners of voting stock in such corporations shall be the basis in the computation of the percentage. More than 40% foreign ownership requires a minimum paid-in capital of US$ Two Hundred Thousand (USD200,000.00).
Minimum Capital Requirement The minimum required paid-in capital is:
Ten Million Pesos (PHP10,000,000.00) for the head office in Metro Manila and other first class cities.
Five Million Pesos (PHP5,000,000.00) in other classes of cities
Two Million Five Hundred Thousand Pesos (PHP2,500,000.00) in Municipalities
Additional Capital Requirement – A financing company shall be required to put up minimum additional capital for each branch, agency, extension office or unit as follows:
One Million Pesos (PHP1,000,000.00) : Metro Manila and other first class cities;
Five Hundred Thousand (PHP500,000.00) : Second class and other cities;
Two Hundred Fifty Thousand (PHP 250,000.00) : Municipalities.
Evaluation Guideposts – The number of branches, agencies, extension offices or units to be established shall depend upon the capacity of the company to conduct expanded operations and/or upon the capacity of the area wherein the proposed branch, extension office, agency or unit will be established to absorb new entities engaged in financing, as may be determined by the SEC.
For a financing company granted with special rights and powers mentioned in Rights and Powers hereof additional capital required shall be based on letter (c) above or on the capitalization requirement under the rules and regulations promulgated by the appropriate government agency, whichever is higher.
Corporate Name The corporate name of financing companies shall contain the term”Finance Company,” “Financing Company,” Finance and Leasing Company” and “Leasing Company”.
Size of Loan and Interest A financing company may give loans in such amounts and reasonable interest rates and charges as may be agreed upon between the lending company and the debtor: Provided, That the agreement shall be in compliance with the provisions of Republic Act No. 3765, otherwise known as the “Truth in Lending Act” and Republic Act 7394, otherwise known as the “Consumer Act of the Philippines”. As of August 19, 2013 there are no usury laws which limit the interest rate a lending investor my charge loan recipients. The Supreme Court has reduced the interest rate, in some cases as being excessive, iniquitous, unconscionable and exorbitant, hence, contrary to morals (“contra bonos mores”), if not against the law. In accordance with the Truth in Lending Act and prior to the consummation of the transaction, a financing company shall furnish each debtor a disclosure statement, setting forth, to the extent applicable, the following information:
The principal amount of loan;
Rate of interest of the loan;
iii. Service or processing fee, if any;
Any penalty charge for late amortization payment;
REPUBLIC ACT NO. 8556 “Sec. 5. Limitation on purchase discounts, lease rentals, fees, service and other charges. — The Monetary Board of the Bangko Sentral ng Pilipinas is hereby empowered to prescribe, in consultation with financing companies and the Securities and Exchange Commission, the maximum rate or rates of purchase discounts, lease rentals, fees, service and other charges of financing companies, and to change, eliminate or grant exemptions from or suspend the effectivity of such rules whenever warranted by prevailing economic and social conditions.”
Requirements for Securing an Authority to Operate a Financing Company from the SEC (Secondary License)
Personal Information Sheet of Directors and Officers
Valid NBI Clearance of each FILIPINO Director and Officer
Foreign Directors and Officers: a. Photocopy of ● Alien Certificate of Registration, or ● Immigration Certificate of Registration b. Photocopy of Passport ● Showing valid visa or stay in the Philippines C. Clearance from Bureau of Immigration * All photocopies shall be verified against the original
Clearance from Bangko Sentral ng Pilipinas ● If applicant is a subsidiary or affiliate of a bank and/or non-bank financial institution with quasi banking license
Manual on Corporate Governance ● If foreign participation in voting stock is more than 40%; or ● If total assets is PHP50M or more; or ● If commercial paper issuer, either exempt or registered
Manual on Anti-Money Laundering ● If foreign participation in voting stock is more than 40%; or ● If total assets is PHP10M or more; or
Board Resolution on the Adoption of the Manuals ● Certified by the Corporate Secretary
Format of disclosure Statement on Loan/Credit Transactions ● Indicating the name of the company
Notarized Bank Certificate of Deposit of the Paid Up Capital
All documents required for incorporation
SEC Licensing Fees (for secondary license):
Initial Application Fees shall be paid to SEC at the time of filing of application
1) Head Office – A fee of 1/8 of 1% of the paid-up capital of the financing company + LRF of 1% (minimum of P10.00) shall be paid for the issuance of a Certificate of Authority to Operate as a Financing Company. 2) Branch, extension office, unit or satellite office A fee of 1/8 of 1% of the minimum assigned capital + LRF of 1% (minimum of P10.00) of the branch, extension office, unit or satellite office shall likewise be paid for the issuance of an original Certificate of Authority.
Annual fee –
An annual fee shall be paid not later than forty five (45) days before the anniversary date of the CA.
Head Office – Annual Information Statement Filing fee of P10,000 + 1% LRF
Annual fee of 1/8 of 1% of the paid-up capital of the financing company + LRF of 1% (minimum of P10.00)
Branch Office – Annual Information Statement Filing fee of P10,000 + 1% LRF
Annual fee of 1/8 of 1% of the minimum assigned capital of the financing company + LRF of 1% (minimum of P10.00)
Commencement of Operations A corporation/company that has been duly registered and granted a Certificate of Authority to Operate as a Financing Company shall commence operations within one hundred twenty (120) days from date of grant of such authority. Failure to commence operations within said period shall be a ground for the suspension of its CA.
REPUBLIC ACT NO. 8556 Section 9 – Loans and Investments Unless otherwise authorized by the Commission:
The total investment of a financing company in real estate and in shares of stock in a real estate development corporation and other real estate based projects shall not at any time exceed twenty-five (25%) of its net worth.
More than fifty (50%) percent of the funds of a financing company shall be used or invested in financing company activities; Provided, that in the computation of the amount of funds used or invested in financing company activities, investments in government securities with maturity of not more than one (1) year and special savings deposits shall be taken into consideration;
General Information Sheet (GIS) – Within thirty (30) days from annual stockholders meeting, as stated in its SEC approved bylaws.
Audited Financial Statements prepared by an external auditor accredited by the SEC for fiscal year ending December 31: on or before April 15. After April 15, based on advisory to be issued by SEC, for fiscal year other than December 31: within One Hundred Twenty (120) days from end of fiscal year, as stated in its SEC approved by-laws.
Special Form of Financial Statements – 30 days from the due date of Audited Financial Statements
Annual Information Statement – Every 30th day of January for Commercial Paper Issuer
Semi-Annual Financial Statements – 1st Semester: 45 days from cut-off (Cut off: June 30)
2nd Semester: 45 days from cut-off (Cut off: December 31)
AMLA Compliance Form – if authorized to issue Securities
The above stated information is gathered from the SEC and other laws enforce at the time of compilation, it is not legal advice, is not to be acted on as such, may not be current and is subject to change without notice.
SEC Reduced Requirements for Financing and Lending Companies
Notice is hereby given that pursuant to SEC Resolution No. 544, series of 2016, the Commission En Banc has resolved to approve the Company Registration and Monitoring Department’s [CRMD] rationalization of documentary requirements for application for Certificate of Authority to Operate as a Financing Company / Lending Company.
The CRMD has modified the Application Form, Company’s Information Sheet and Personal Information Sheet to consolidate some of the documents. Further, the following are no longer required for registration of financing and lending companies: (1) local police clearance; (2) certificate of good moral character; (3) work permit from the Department of Labor and Employment for foreign directors and officers; and (4) location map and copy of the lease contract or title of the building / unit where the company is located.
Copies of the Checklist of Requirements and the revised Forms are available at the CRMD – Licensing Unit (LU) at the 3rd Floor, SEC Building, EDSA, Mandaluyong City and maybe downloaded at the SEC website. For inquiries, please call 584 – 7187 and look for the LU Officer of the day.
It doesn’t not matter whether you’re a foreigner or a Filipino, it really is difficult to start a business in the Philippines.
Tips for foreigners who want to register a company in the Philippines
Do your homework! There are many restrictions on foreign equity ownership of businesses in the Philippines. The percentage of foreign ownership will also dictate the allowed number of foreign directors and officers of the company.
There are exceptions; up to forty percent Foreign ownership of educational institutions is allowed as stated in the 1987 Constitution and in the Foreign Invest Negative List; but Presidential Decree No. 176 issued in 1973 disallows any foreigner from being a director or officer of an educational institution.
The Philippines Foreign Investment List (which is revised every few years) states the restrictions on foreign ownership but does not provide any information on other restrictions which may apply to your business, such as the number of allowed foreign directors, officers, residency obligations, secondary licenses or the minimum paid-in capital requirements for certain industries.
Obtaining the necessary and correct information to register and run a business in the Philippines is a difficult task and entails inquiring with multiple government agencies with some giving outdated facts.
Anti Dummy Law
To avoid foreign ownership regulations many people try to find schemes to circumvent the Philippines Foreign Investment Act. All these schemes using nominee shareholders (anti-dummy law) or misstating the primary purpose of the business in the articles of incorporation are illegal.
Registering a Business on Your Own – Unless you’re a frequent visitor to Philippine government agencies, there is no way to be sure that the forms you downloaded from their website are current and that application processes and fees haven’t changed. The multiple visits to the SEC and frustrations will make you regret not having hired a Philippine business consultant to guide you and process your documents.
Local Business Permits
Once a business has been licensed to transact business in the Philippines by the SEC, the company must still register with the local municipality where its principal office is located (Mayors’ Permit), BIR, SSS, HDMF and PhilHealth. The new Unified Registration Record (URR) touted by the SEC as incorporation made easier and faster does not simplify registration with any government entity as a business will still need to go each and every government office to register and process application forms. Only the government will benefit from the URR as they will use it to insure compliance in filings and payments of fees and taxes.
All businesses registered in the Philippines must comply with BIR (Bureau of Internal Revenue) regulations and file monthly, quarterly and annual reports as well as an audited financial statement. Bookkeeping may only be computerized by submitting a special request with the BIR.
Payroll is quite complicated in the Philippines and it’s essential to have an extensive knowledge of taxation and labor laws to correctly compute it.
Starting a Philippine business, contact Dayanan now, to discover how we can remove the annoyances and exasperation of doing business in the Philippines.
The Bureau of Internal Revenue (BIR) is the Philippines’ primary taxation agency. It is authorized to assess and collect taxes from all income-generating entities in the country.
Before any business can commence operations, they are required to register with the BIR or be penalized in accordance with Philippine law.
Here are the steps to registering your corporation with the BIR:
1. Fill out the required application forms, specifically,
• BIR Form 1903, or the Application for Registration for Corporations/Partnerships; • BIR Form 0605, i.e., the Payment Form, for tax type RF (i.e., registration fee); and • BIR Form 2000, for documentary stamp tax.
2. Submit the required documents at the revenue district office (RDO) in charge of the area where your office is located. These documents include
• your filled-out BIR Form 1903; • your SEC certificate; • your business/mayor’s permit; and • your contract of lease.
You may also be asked for a sketch of your head office location.
Note that in some RDOs, you will need to bring your original business permit plus a photocopy of the same, while in others, even just the official receipts (OR) of the payments you made for your business permit application will suffice.
You may also be asked for a sketch of your head office location. Note that in some RDOs, you will need to bring your original business permit plus a photocopy of the same, while in others, even just the official receipts (OR) of the payments you made for your business permit application will suffice.
3. Pay the annual registration fee. This is a fixed cost of ₱500 every year.
You will also need to pay for documentary stamps; the BIR will advise you on the exact amount you will need to pay for that.
In some places, RDOs will accept these payments onsite; in others, you will be asked to make the payments at the nearest authorized agent bank (AAB).
Each RDO has a list of its own AABs – but not all AABs actually do accept BIR payments.
4. Attend the BIR seminar. Some days after you submit your application requirements, your Certificate of Registration (COR) will be ready for pickup. Before the RDO will release this certificate, you or your authorized representative will need to attend a 1–2 hour seminar about your tax duties, the different kinds of taxes you need to file and pay, and the various tax deadlines. CORs will be given out after the seminar.
5. Register your accounting system. With your COR on hand, you are practically done registering your business.
The next step is to register your accounting system using the BIR Form 1900 (Application for Authority to Use Computerized Accounting System or Components thereof/Loose-Leaf Books of Accounts).
Or if you will be using manual books of accounts fill out BIR Form 1905.
6. Get your receipts and invoices printed. This involves another application process, and it should be done promptly because you need to begin issuing ORs and sales invoices (SI) within 30 calendar days from the date of registration indicated in your COR.
To get BIR-authorized ORs and SIs, you need to apply for an Authority to Print receipts using the BIR Form 1906. Submit this to your RDO along with a clear sample of the receipts you intend to get printed.
ORs and SIs must be printed by BIR-authorized printers only. These receipts will be valid for a period five years from the date of printing, after which any unused ones will need to be destroyed and you will need to obtain a new authority to print.
The BIR registration is the last step in legalizing your corporation’s business presence in the Philippines. Your next steps – registrations with the Department of Labor and Employment, etc. – will come when you are hiring your first employees.
Once you’ve obtained your Securities and Exchange Commission (SEC) certificate of incorporation and your barangay permit, the next step in registering your Philippine-based corporation is to get a business permit – also called the mayor’s permit – from city hall.
The process of business permit application tends to vary among localities. In some places, the actual processing time can be as short as one hour, but the queues can be long, especially in January, when all businesses flock to the city hall for their annual permit renewal.
And then, there are localities where the process is more convoluted – but still navigable.
The basic documents necessary for business permit application are your
• SEC registration; • barangay clearance; • your community tax certificate, which you can get at the city hall; and • your office lease contract.
Now depending on where your company office is located, you may also be required to present your homeowner’s clearance, business insurance, etc. The city hall will inform you of these additional requirements.
1. Get an application form at the city hall’s Business Permits and Licensing Office, and fill it out.
2. Submit your application form for the computation of your basic fees and the encoding of your data. The fees are based on your stated business capitalization and size of your office.
Now you will pay the fees, or you may be instructed to visit other offices first and get your required clearances.
Be sure to have your application printout photocopied. If you’ve already paid for something, photocopy the official receipt as well before going to the next step.
3. Make the rounds to secure other necessary clearances. You’ll need to visit
• the engineering office for your certificate of occupancy or building permit, • the city planning and development council for your location clearance, • the health center for your sanitary permit, and • the fire department for your fire safety clearance.
Some of these offices may require additional fees and inspections. They may also issue you a temporary clearance, pending on-site investigation, just so you can finish your registration at the city hall. If that is the case, you will need to secure the actual clearances within 90 days after registration.
5. Submit your papers (clearances, receipts, and application printout) back at the city hall. You will be informed when to return to claim your permit. This could be within the day, but in some cases, it will be after a few days or even a few weeks. Make sure to get a contact number so you can call ahead and confirm that your permit is indeed ready before you return to claim it.
With your business permit (or at least, your official receipt) on hand, you may now proceed to the Bureau of Internal Revenue (BIR) for the last step in your business registration process.
Avoid the hassle of multiple visits and long lines at city hall. Hire Dayanan Business Consultancy to obtain your permits from city hall for you.
Once you have decided that the Philippines is a good place for setting up business, it’s time to begin the process of registering your corporation.
Here are the steps to registering a corporation in the Philippines:
1. Register your company name with the Philippine Securities and Exchange Commission (SEC) . This is the government agency under whose jurisdiction falls all corporations, associations, and partnerships established in the country.
2. Get clearance from the barangay hall. A barangay is a Filipino local government unit usually composed of several villages. Several barangays make up a municipality.
To get barangay clearance, go to the barangay hall of the area where you intend to put up your main office. Submit your SEC certificate, site map of your company’s intended location, your approved articles of incorporation and bylaws, and your application form. Then, pay the application fee, and receive your signed barangay certificate that very same day or next day.
3. Secure your municipal permit. Municipal permit application can be complex for two reasons: (1) municipalities vary widely in their requirements, and (2) before you can get your municipal permit, you will need to get supporting certificates from other government agencies outside the municipal hall, like the Bureau of Fire Protection, the municipal health center, etc.
Once you have secured all of your required certificates, bring them back to the municipal hall, pay the fees stated in your application form, then wait a week or two (or more) for your certificates to be ready.
4. Register with the Bureau of Internal Revenue (BIR). The BIR is the last stop in your business registration process. Armed with all the papers and certificates you have so far secured from the SEC, barangay hall, and municipal hall, plus all the other requirements you submitted to be able to secure those permits, go to the BIR revenue district office (RDO) in charge of the area where your business is located.
You may or may not need all the paper you bring with you. Like the municipal halls, RDOs can vary slightly in their requirements for registration.
At the RDO, fill out BIR forms 1903 (Application for Registration for Corporations) and 0605 (payment form for the registration fee).
Submit your application form and all required supporting documents, pay the registration fee and documentary stamps, and you’re done for the day. The BIR will tell you when you should call back to confirm whether your certificate of registration (COR) is ready.
Once your COR has been issued, you have 30 days to have your official receipts and sales invoices printed.
6. Register with the Social Security System (SSS), Home Development Mutual Fund (HDMF), Philippine Health Insurance Company (Philhealth), and the Philippine Department of Labor and Employment (DOLE). Registration with the DOLE becomes mandatory when you have 5 or more employees in your payroll. On the other hand, companies with even just one employee are required to register as employer with the SSS, HDMF, and Philhealth, so that their employee/s may enjoy the benefits of these agencies.
At present, the Philippine government is revising SOPs and putting up infrastructure and to speed up and simplify the system of business registration in the country.
Frustration among registrants is usually caused by the lack of communication from the involved government offices. For instance, it is not uncommon for registrants to discover that the requirements for business permit that are published in a municipality’s website are not complete, and the registrant ends up having to go back and forth to complete the required documents. Many a registrant has also experienced falling in line at a certain window, following instructions indicated by a flowchart posted on the wall, only to find out half an hour later that the flowchart is inaccurate and they are in the wrong queue.
Dayanan Business Consultancy is well versed in the ins and outs of the Philippine business registration process. We’ll be happy to guide you in every step of your company registration in the Philippines. Call us now to learn more about our services.