Company registration in the Philippines has evolved dramatically in 2025, with digital platforms like SEC ZERO, eSPARC, DTI BNRS, and BIR NewBizReg enabling entrepreneurs to formalize ventures in days rather than weeks, often entirely online and paperless. This transformation not only streamlines company registration but unlocks critical benefits: legal entity status for limited liability protection, credibility with banks and suppliers for easier loans and contracts, access to government incentives like tax holidays under CREATE MORE Act, and compliance that avoids penalties while qualifying for MSME programs and export perks.
What Company Registration Really Involves
Company registration is more than just filling out forms; it is a sequence of legal steps that give your business a distinct identity under Philippine law. Once registered, your entity can open bank accounts, sign contracts, access financing, and is legally required to maintain proper books and pay applicable taxes.
For most businesses, company registration includes four pillars:
- Registering your entity and business name with SEC, DTI, or CDA.
- Registering with the BIR to obtain a Taxpayer Identification Number (TIN) and Certificate of Registration.
- Securing local permits from your Barangay and city or municipality.
- Enrolling as an employer with SSS, PhilHealth, and Pag‑IBIG if you will hire staff.
Key Government Offices in Company Registration
Several agencies share responsibility for company registration, and understanding their functions helps you plan the correct order of actions.
Securities and Exchange Commission (SEC)
The SEC is the primary registration authority for corporations, One Person Corporations (OPCs), and most partnerships. Through its eSPARC online system, you can reserve a company name, submit Articles of Incorporation, and receive a digital Certificate of Incorporation.
Typical SEC requirements include:
- Articles of Incorporation or Partnership and By‑laws.
- Treasurer’s Affidavit confirming paid‑in capital.
- Proof of address and, where applicable, proof of inward remittance for foreign capital.
Department of Trade and Industry (DTI)
DTI’s Business Name Registration System (BNRS) handles business names for sole proprietorships and some small partnerships. Registration creates a trade name for the individual owner but does not create a separate legal person; the owner remains personally liable for business obligations.
Bureau of Internal Revenue (BIR)
All registered entities must complete BIR company registration to obtain a TIN, Certificate of Registration (Form 2303), and authorization to print or issue official receipts/invoices. As of 2025, applications can be filed online via the NewBizReg portal or in person at the RDO, using BIR Form 1901 for sole proprietors and Form 1903 for partnerships and corporations.
Local Government Units (LGUs)
LGUs, through Barangay Halls and Business Permits and Licensing Offices, issue Barangay Clearances and Mayor’s/Business Permits. These confirm zoning, sanitation, and fire‑safety compliance and are prerequisites for full operation and, in many cases, for BIR registration.
Social Agencies: SSS, PhilHealth, Pag‑IBIG
Any business with employees must register as an employer with SSS, PhilHealth, and Pag‑IBIG to remit mandatory contributions. These registrations safeguard employee benefits and ensure compliance with labor laws.
Main Business Types
Choosing the right legal form is a core decision in company registration because it affects liability, taxation, capital rules, and documentation.
A sole proprietorship is owned and controlled by one person who is personally liable for all debts and obligations. It is simple and inexpensive to register, but it offers no separation between personal and business assets.
- Registers trade name with DTI BNRS.
- Then registers with BIR, Barangay, and LGU.
A partnership exists when two or more persons contribute money, property, or services to a common fund in pursuit of profit. Once registered with SEC (for capital of PHP 3,000 or more), the partnership becomes a separate juridical person.
- Registers with the SEC via eSPARC for name and entity registration.
- Then completes BIR, LGU, and social agency registrations.
A corporation is a separate legal entity owned by shareholders, with liability generally limited to their investments. Domestic corporations can be fully Filipino‑owned or partly/fully foreign‑owned, subject to foreign ownership and minimum capital rules in other laws.
- Registers with the SEC eSPARC as a domestic stock or non‑stock corporation.
- Minimum paid‑up capital can be as low as PHP 5,000 for purely Filipino‑owned entities, but foreign‑owned companies often face higher thresholds depending on activity.
An OPC allows a single stockholder to form a corporation with limited liability and perpetual succession. The sole shareholder acts as director and president, while appointing a corporate secretary (must be Filipino) and a treasurer or compliance officer.
- Registers through the SEC eSPARC under the OPC workflow.
- Particularly useful for consultants and small founders who want corporate status without partners.
Cooperative
Cooperatives are member‑owned organizations serving shared economic or social needs. They register with the Cooperative Development Authority (CDA), then proceed to BIR and LGUs for tax and business permits.
Digital Tools To Use For Company Registration
Recent reforms have made company registration significantly faster and more accessible through online portals.
- SEC eSPARC and OneSEC: Handle name verification, online forms, document uploads, and issuance of certificates, often within a few working days for straightforward cases.
- DTI BNRS: Enables full online business name application and payment via e‑wallets or cards, with certificates issued almost instantly.
- BIR NewBizReg: Allows the submission of registration forms and documents via email or online portal, with approval typically within three working days if the requirements are complete.
- Philippine Business Hub: Integrates SEC, BIR, some LGUs, and social agencies, offering a single window for multiple registrations.
Using these systems properly can reduce total company registration time to as short as 1-3 days for simple sole proprietorships and small corporations with complete documents.
Step‑by‑Step Company Registration Workflow
While exact steps differ by entity type, the following sequence reflects current best practice.
- Define Your Structure and Check Restrictions
Decide whether you will register as a sole proprietor, partnership, corporation, OPC, or cooperative, considering liability and growth plans.
For businesses with foreign owners, confirm that your planned activity is not restricted by foreign ownership rules (e.g., sectors listed in the Foreign Investment Negative List). - Reserve and Register Your Business Name
- DTI BNRS for sole proprietors (certificate valid nationwide for up to 5 years).
- SEC eSPARC for corporations and partnerships, ensuring the proposed name complies with SEC naming standards.
- Prepare Foundational Documents
For SEC‑registered entities, this typically includes Articles of Incorporation or Partnership, By‑laws, Treasurer’s Affidavit, and proof of address.
Foreign corporate documents must be apostilled or consularized, and additional forms may be required for higher foreign equity. - File with SEC or DTI and Pay Fees
SEC filings are now largely online via eSPARC, with processing windows of around 3-10 working days depending on complexity.
DTI registrations can often be completed the same day, especially when using BNRS. - Secure Barangay Clearance and Mayor’s/Business Permit
Present your SEC or DTI documents, lease or proof of address, and other clearances at your Barangay and city hall.
Some LGUs now offer partial online processing, but inspections may still be required. - Complete BIR Company Registration
Submit the appropriate BIR forms (1901 or 1903), pay required taxes and fees, register books of accounts, and secure authority to print receipts.
BIR NewBizReg allows you to email scanned copies to your RDO, with payment via e‑payment channels like GCash or online banking. - Register as an Employer with SSS, PhilHealth, and Pag‑IBIG
File employer registration forms and employee reports with each agency, using your SEC/DTI and BIR documents as supporting evidence.
Special Notes for Foreign‑Owned Companies
Foreign founders must pay particular attention to capital thresholds and ownership limits when planning company registration.
- Many activities allow up to 100% foreign ownership, but some require a Filipino majority or are fully reserved for Filipino citizens (e.g., mass media, some land ownership).
- Corporations with more than 40% foreign equity often face a minimum paid‑in capital requirement of USD 200,000, with exceptions for export‑oriented or high‑technology enterprises.
- Foreign branches and representative offices must secure SEC licenses and appoint resident agents before engaging in activities.
Correct structuring at the start prevents costly amendments later.
Life After Registration: Ongoing Compliance
Once company registration is complete, continuous compliance is essential to keep your entity in good standing.
- SEC: Submit General Information Sheets and, where required, Audited Financial Statements annually by prescribed deadlines.
- BIR: File monthly, quarterly, and annual tax returns and issue BIR‑authorized receipts.
- LGUs: Renew Mayor’s/Business Permits and pay local business taxes every year, typically in January.
- Social Agencies: Remit SSS, PhilHealth, and Pag‑IBIG contributions on time for all covered employees.
Failing to meet these obligations can lead to penalties, closure orders, or loss of incentives.
Practical Tips for Smooth Company Registration
A few practical strategies can make company registration faster and less stressful.
- Prepare a checklist of all agency requirements before starting.
- Use online portals (SEC eSPARC, DTI BNRS, BIR NewBizReg, Philippine Business Hub) whenever possible.
- Ensure all IDs, contracts, and supporting documents are valid, consistent, and, for foreign documents, apostilled.
- Consider engaging professional service providers familiar with company registration to avoid errors and save time, especially for foreign‑owned or multi‑owner corporations.
Final Insights
Company registration in the Philippines is a structured process that, when navigated properly, gives your business a strong legal foundation and access to the formal economy. By selecting the right structure, following the correct sequence across SEC/DTI, LGU, BIR, and social agencies, and maintaining ongoing compliance, entrepreneurs can confidently build and expand their ventures in one of Southeast Asia’s most dynamic markets.
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