How to Register a Corporation in the Philippines

Starting your business right is crucial to its future success. Starting right means everything
should be legal and registered.

If you are planning to start a business, this blog will guide you through the steps in registering a
Corporation in the Philippines.

What is a Corporation?
A corporation is a legal entity that is separate and distinct from its owner or incorporators. It has
legal rights and obligations similar to an individual. It can enter into contracts, loan, hire
employees, pay taxes, etc. It is formed by at least five (5) individual called incorporators.

The ownership of a corporation is divided into shares of stock. A corporation issues the stock to
individuals or other businesses, who then become owners or stockholders, of the corporation.

Advantages of a Corporation
The risk and liability is limited only to the corporation. Owners are not personally liable.
It is easy to increase capital through issuance of stocks to investors
It can be pass on to different owners
It can exist indefinitely
It has the capacity to act independently similar to individual
The management or decision making is shared by the board of directors, not sole
individual.

Disadvantages of a Corporation
More costly to set-up than a sole proprietor
It is mandated by more government reportorial requirements and laws
Higher capital requirement and operating cost
Higher tax rates

Where to Register a Corporation?

Here are the government agencies where you are required to register a Corporation in the
Philippines:

Securities and Exchange Commission

Local Government Units where your business is located:
- Barangay
- Mayors Office
- Bureau of Internal Revenue
 Bureau of Internal Revenue
If you have employees, you need to register to the following:
- Social Security System
- Philippine Health Insurance Corporation
- Home Development Mutual Fund

Basic Requirements and Procedure in Registering a

Corporation
Here are the basic requirement and procedure in registering a corporation:

1. Reserve and Register Your Business Name in Securities and Exchange

Commission (SEC), as follows:

Check if your desire business name is available via SEC online website or at SEC Office
in Mandaluyong
If available, register/reserve your business name via SEC online website or at SEC Name
Verification Unit SEC Office in Mandaluyong
Prepare, sign and notarize the following:
- Articles of Incorporation;
- By Laws
- Treasurers Affidavit; and
- Joint affidavit of two incorporators undertaking to change corporate name
immediately upon receipt of notice or directive from the Securities and Exchange
Commission that another corporation, partnership, or person has acquired a prior
right to the use of that name or that name has been declared misleading,
deceptive, confusingly similar to a registered name, or contrary to public morals,
good customs or public policy. (Not required if the Articles of Incorporation have
a provision on this commitment).
Submit notarized documents to SEC Office in Mandaluyong City
Claim your SEC Certificate of Registration

Processing Time: At least one (1) week upon submission of complete documents

2. Acquire Barangay Clearance

Once the corporation is registered with SEC the next step is to get a barangay clearance in the
barangay where your business is located.

Here are the basic steps

Go to the barangay where your business is located to secure and fill-up application form
Submit your completed application form together with the following:
- Certificate of Business Registration from SEC
- Two (2) valid IDs
 - Proof of Address such as Contract of Lease (if rented) or Certificate of Land Title
(if owned)

Processing Time: 1 day upon submission of complete documents.

3. Acquire Business Permit from the Mayors Office

Once you have a Barangay Clearance Certificate, the next step is to acquire a Business Permit in
the municipality where your business is located.

Here are the basic steps and requirements:

Go to the municipal office where your business is located to secure and fill-up application
form
Submit your completed application form together with the following:
- Certificate of Business Registration from SEC
- Barangay Clearance Certificate
- Two (2) valid IDs
- Proof of Address such as Contract of Lease (if rented) or Certificate of Land Title
(if owned)

Processing Time: At least one week upon submission of complete documents. But It can take
longer depending on the permit requirements based on the industry.

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

Once you have the Mayors Business Permit, you can now register with the BIR.

Here are the basic steps and requirements:

Go to the Regional District Office (RDO) where your business is located
Fill-up registration form as follows:
- BIR Form 1903 Application for Registration (For Partnership/Corporation)
Submit completed registration form together with the following:
- Certificate of Registration form SEC
- Barangay Clearance
- Business Permit from the Mayors Office
- Proof of Address such as Contract of Lease (if rented) or Certificate of Land Title
(if owned)
- Valid IDs, if applicable.
Pay the Registration Form (BIR Form 0605) and Documentary Stamp Tax (BIR Form
2000), if applicable.
Register your book of accounts and receipts/invoices.
Claim your Certificate of Registration (BIR Form 2303)