Overview of Company Registration in the Philippines

Starting your business right is crucial to its future success. Starting right means everything should be legal and registered. Registering a business in the Philippines requires entrepreneurs to comply with various requirements provided by relevant government agencies, such as SEC and DTI. Depending on your business entity, the documents you provide may differ from one or the other.

Where to Register?

Here are the government agencies where the company or entity is required to register in the Philippines and the stages of registration.

Stage 1: Register the Company Name with the following government agencies:

• Securities and Exchange Commission the registrant is any of the following:
  1. Domestic Corporations(Stock or Non-Stock)
  2. Partnership
  3. One Person Corporation or
  4. Foreign Corporations

• Department of Trade and Industry for Sole Proprietorship

Stage 2: Obtain Business Permits from Local Government Unit (LGU) where the business address is located

Stage 3: Register and process registration with the Bureau of Internal Revenue

Stage 4: Register as an Employer with the relevant government agencies, such as:

1. Social Security System
2. Philippine Health Insurance Corporation
3. Home Development Mutual Fund
4. Department of Labor and Employment

What are the capital requirements?

• Securities and Exchange Commission

Under the Revised Corporation Code of the Philippines or Republic Act No. 11232, Section 12.

“Stock Corporations shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law.”

However, some highly regulated companies or entities are required to have a minimum capitalization based on the industry or equity of that certain entity.

There is no minimum capital requirement to form a Partnership. Partners can mutually decide the capitalization to start a partnership business unless otherwise, the partnership has foreign participation.

• Department of Trade and Industry

The Philippine Law does not recognize a Sole Proprietorship as an entity separate from its owner, there is no formal capitalization of a sole proprietorship. The assets of the owner and the assets of the sole proprietorship are one and the same which is why sole proprietors are limited by the amount of capital available.

Where to start the registration process?

For Corporations (stock or non-stock), partnerships, One Person Corporations and Foreign Corporations, the registration process will start with the Securities and Exchange Commission (SEC) using the SEC Electronic Simplified Processing of Application for Registration of Company (eSPARC).

The system allows the applicant or his duly appointed representative to submit the proposed company name and input details of the articles of incorporation for review of the Commission.

The Regular Processing of the ESPARC application form is grouped into six (6) steps. Each step is composed of sections. The applicant must be able to complete all six steps to enable him to submit his application.

1. Name Verification
2. Company Details
3. Capital Structure
4. Company Officers
5. File Uploading
6. Application Review

For Sole Proprietorship with Business Name, the registration process will start on the online platform of the Department of Trade and Industry (DTI), the Business Name Registration System (BNRS) wherein it is the responsibility of the proprietor to ensure that the proposed Business Name conforms to the terms and conditions set forth under Republic Act. 3883 or otherwise known as the Business Name Law.

A Business Name (BN) shall refer to any name that is different from the true name of an individual which is used or signed in connection with her/his business on any written or printed receipts, including receipts for business taxes, duties, and fees and withdrawal or delivery receipts; any written or printed evidence of any agreement or business transaction; and any sign or billboard conspicuously exhibited in plain view in, or at the place of her/his business or elsewhere, announcing his /her business.