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Pellas Associates & Co.

Philippine CPA Firm

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Business Registration in the Philippines: A Guide for Foreign Investors

Thinking of starting a business in the Philippines? Great choice! The country’s vibrant economy and strategic location make it a hotspot for foreign investors. But before you dive in, you'll need to navigate the process of business registration. Don’t worry—it might seem daunting, but with the right guidance, you’ll be set up in no time. Here’s a straightforward guide to help you through the various ways you can register your business in the Philippines.


Understanding Your Options


  1. Corporation

  • What It Is: A more complex structure with its own legal identity, separate from its owners.

  • Types:

  • Domestic Corporation: At least 60% owned by Filipinos.

  • Foreign-Owned Corporation: More than 40% foreign ownership—great for larger investments.

  • One Person Corporation (OPC): owned by single stockholder

  • Why It’s Great: Offers limited liability protection and easier access to capital.

  • How to Register: File with the SEC. You’ll need your Articles of Incorporation, By-laws, Treasurer’s Affidavit, and more. 2. Branch Office

  • What It Is: An extension of your foreign company that conducts business activities in the Philippines.

  • Why It’s Great: No need to create a new legal entity, just extend your current operations.

  • How to Register: Register with the SEC and get a license to operate. 3. Representative Office

  • What It Is: An office that handles non-revenue-generating activities like marketing and customer support.

  • Why It’s Great: Perfect for exploring the market without direct business transactions.

  • How to Register: Register with the SEC, similar to a branch office, but highlight its non-income nature. 4. Regional Headquarters (RHQ) and Regional Operating Headquarters (ROHQ)

  • RHQ: Manages, coordinates, and supervises the operations of affiliates and subsidiaries.

  • ROHQ: Provides qualifying services to affiliates, like IT, financial management, and more.

  • Why It’s Great: Excellent for regional operations of multinational companies.

  • How to Register: SEC registration is required. Prepare the necessary documents and emphasize your regional role.


Other non corporate setup

  1. Sole Proprietorship

  • What It Is: This is the simplest form of business where a single individual owns the entire enterprise.

  • Why It’s Great: You have full control and all profits go to you.

  • How to Register: Head to the Department of Trade and Industry (DTI) and register your business name. Quick and easy!

  1. Partnership

  • What It Is: A business owned by two or more people sharing profits, losses, and responsibilities.

  • Why It’s Great: Ideal if you’re pooling resources and expertise with others.

  • How to Register: You’ll need to register with the Securities and Exchange Commission (SEC). Prepare your Articles of Partnership and other required documents.


Step-by-Step Registration Process

  1. Secure a Business Name

  • For Sole Proprietorships: Register your business name with the DTI.

  • For Corporations and Partnerships: Get a name verification from the SEC.

  1. Deposit Initial Capital

  • Open a corporate bank account and deposit the required initial capital. Keep the bank certificate as proof.

  1. Register with the SEC

  • Submit the necessary documents, including incorporation papers for corporations and partnerships.

  1. Obtain Local Licenses and Permits

  • Register with the local government where your business will operate. Get a business permit or mayor’s permit and a Barangay Clearance.

  1. Register with the Bureau of Internal Revenue (BIR)

  • Get a Tax Identification Number (TIN) and register your books of accounts and receipts/invoices.

  1. Register with Other Agencies

  • Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (Pag-IBIG Fund).

Enjoying the Benefits

The Philippine government offers several incentives to attract foreign investors, such as:

  • Tax Holidays: Income tax exemptions for certain periods.

  • Tax Reductions: Lower tax rates on specific activities or industries.

  • Simplified Customs Procedures: Easier import/export processes.

These incentives are available in sectors like manufacturing, agribusiness, tourism, and more. Also, look into setting up in special economic zones and freeports for additional perks.


Final Thoughts

Starting a business in the Philippines as a foreign investor is a journey filled with opportunities. By understanding the different business structures and following the registration steps, you’ll be well on your way to joining the vibrant Philippine business community. Take advantage of the incentives and support available, and soon, you’ll be enjoying the benefits of your thriving business in this dynamic market. Please contact us if you need support and clarification regarding the process of business registration in the Philippines. Welcome to the Philippines and happy investing!

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