You’ve decided to incorporate in the Philippines, and the first number you need is the one nobody seems to agree on: how much money do you actually need in the bank? The honest answer is—it depends on who owns the company and what it does. Here’s the breakdown.
The short version: the Revised Corporation Code (Republic Act No. 11232) removed the old fixed minimum capital requirement for most corporations. Section 12 of the law states that stock corporations “shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law.” That’s good news if you’re a Filipino entrepreneur starting a domestic business. It’s more complicated if you’re bringing in foreign capital or entering a regulated industry—so let’s go through the scenarios you’re most likely to be in.
Do 100% Filipino-owned corporations have a minimum capital requirement?
Generally, no. For most domestic corporations engaged in ordinary business activities, there’s no fixed peso amount you’re legally required to deposit. In practice, though, the SEC still expects your declared capital to be a reasonable, working figure—not a token amount that can’t credibly run a business—and the traditional 25%/25% rule still guides how incorporators structure their capital: at least 25% of your authorized capital stock should be subscribed, and at least 25% of that subscribed amount should be paid up at incorporation. Many small corporations still register with paid-up capital in the ₱5,000–₱10,000 range as a starting baseline, then increase it as the business grows.
What if my corporation has foreign investors?
This is where the real numbers show up. Under the Foreign Investments Act, a corporation with more than 40% foreign equity that will do business in the domestic market generally needs at least USD 200,000 in paid-up capital. That threshold drops to USD 100,000 if the company either:
- Employs at least 50 direct Filipino employees, or
- Uses advanced technology (as determined by the relevant government agency)
If your company is an export enterprise—meaning it sells at least 60% of its output abroad—you’re exempt from the USD 200,000 rule and can generally capitalize the business like a domestic corporation. This exemption is a major reason export-oriented startups and BPO-type businesses often prefer that structure.
Does a One Person Corporation (OPC) need more capital?
No special minimum applies just because you’re registering as an OPC. A Filipino-owned OPC follows the same general rule as any other domestic corporation—no fixed capital floor unless a special law applies to your industry. If a foreign national is the sole stockholder, the same USD 200,000 / USD 100,000 foreign investment thresholds described above still apply.
Are there industries with their own minimum capital rules?
Yes—and this is where founders get caught off guard. Some examples:
| Business Type | Minimum Capital |
|---|---|
| Ordinary domestic corporation | No fixed minimum (practical baseline ~₱5,000–₱10,000) |
| Foreign-owned, domestic market enterprise | USD 200,000 (or USD 100,000 with 50+ employees or advanced tech) |
| Export enterprise (60%+ output exported) | No fixed minimum, foreign equity exemption applies |
| Financing/lending company | ₱10,000,000 |
| Foreign retail trade enterprise | ₱25,000,000, plus ₱10,000,000 minimum investment per store |
| Local recruitment/manpower agency | ₱500,000 |
| Insurance company | ₱1,000,000,000 |
Banks, financing companies, and other institutions regulated by the Bangko Sentral ng Pilipinas (BSP) have their own—much higher—capital rules set by their charters and BSP circulars, so if you’re entering a regulated sector, check with that agency before you finalize your Articles of Incorporation.
Can I register with low capital and increase it later?
Yes. Authorized capital, subscribed capital, and paid-up capital are three different things, and you’re not locked into your starting number forever. Many founders register with a modest paid-up amount and increase their authorized capital stock later through an SEC amendment once the business needs a bigger balance sheet to support financing, bidding requirements, or investor rounds. It’s a fairly routine filing, though it does take time and documentation.
Is registering with very low capital actually a good idea?
Legally, in most cases, yes. Commercially, not always. A corporation with ₱5,000 in paid-up capital signing six-figure contracts, applying for a business loan, or bidding on a government project can run into credibility issues with banks, landlords, and clients who expect to see financial substance behind the entity they’re transacting with. Undercapitalization can also raise piercing-the-corporate-veil risk if the company can’t meet its obligations. The legal minimum and the practical minimum aren’t always the same number.
When to Call in Professionals
Figuring out which capital rule applies to your specific situation—Filipino-owned versus foreign-owned, domestic market versus export enterprise, regulated versus unregulated industry—isn’t always straightforward from the outside, and getting it wrong can mean delays at the SEC or a capital structure that doesn’t serve you six months in. Dayanan Consulting helps founders determine the right capital structure before filing, not after the SEC sends back a query letter. If you’re ready to incorporate and want it done correctly the first time, our incorporation services can walk you through capital structuring, SEC filing, and post-registration compliance.
The Bottom Line
Most 100% Filipino-owned corporations can start with minimal paid-up capital under the Revised Corporation Code. Foreign-owned domestic market enterprises generally need USD 200,000 (or USD 100,000 under certain conditions), while export enterprises and several regulated industries follow their own separate rules. Before you file, confirm which category your business falls into—it’s the single biggest factor in how much capital you’ll actually need.
FAQ
Is there a universal minimum capital to start a corporation in the Philippines?
No. The Revised Corporation Code removed the general minimum for most corporations. Whether a minimum applies to you depends on ownership structure and industry.
How much capital does a foreigner need to start a business in the Philippines?
Generally USD 200,000 for a domestic market enterprise with more than 40% foreign equity, reduced to USD 100,000 if the company employs at least 50 Filipino workers or uses advanced technology.
Can I start a corporation with only ₱5,000?
Legally possible for many 100% Filipino-owned, unregulated businesses, though most founders capitalize higher for credibility with banks, landlords, and clients.
Does an OPC have a special minimum capital rule?
No. A Filipino-owned OPC follows the same general rule as other domestic corporations; a foreign-owned OPC follows the same foreign investment thresholds.
What’s the difference between authorized, subscribed, and paid-up capital?
Authorized capital is the maximum shares your corporation can issue. Subscribed capital is what shareholders commit to buy. Paid-up capital is what’s actually been paid in—the figure regulators and banks look at most closely.
Can I increase my capital after incorporating?
Yes, through an SEC amendment to your Articles of Incorporation once your business needs a larger capital base.
