Forming a domestic corporation in Bonifacio Global City (BGC), Taguig, offers US entrepreneurs a structured and legally robust way to enter the Philippine market while benefiting from limited liability, foreign ownership flexibility, and a premier business environment. BGC’s master‑planned infrastructure, deep English‑speaking talent pool, and proximity to Manila’s financial centers make it especially attractive for technology, professional services, and export‑oriented ventures targeting Asia‑Pacific clients.
Why BGC Is an Ideal Base When Forming a Domestic Corporation
BGC has evolved into one of Metro Manila’s most modern central business districts, combining high‑spec office towers with streamlined local government processes.
The district is home to Grade A and PEZA‑capable buildings, strong telecommunications, and reliable utilities, which are critical for IT‑BPM, fintech, and global services firms that require secure, always‑on operations. Taguig City supports businesses through its Business One‑Stop Shop (BOSS), which consolidates business permit processing into three core steps—file, pay, release—and operates both at the main City Hall and a satellite office in SM Aura within BGC, reducing friction for new and renewing enterprises.
For US founders forming a domestic corporation, BGC offers the brand value of a world‑class address, convenient access to major banks and regulators, and a workforce comfortable with Western business culture and schedules.
What a Domestic Corporation Means for US Investors
A domestic corporation provides a fully Philippine‑incorporated vehicle with its own legal personality separate from both US shareholders and any US parent entities.
Under the Revised Corporation Code and SEC rules, a domestic stock corporation must have at least two and up to fifteen incorporators, which may be natural persons or juridical entities, Philippine or foreign, each subscribing to at least one share. Once incorporated, the corporation can own property, enter into contracts, sue and be sued in its own name, and enjoy perpetual existence unless a shorter term is explicitly stated in the Articles of Incorporation.
For purposes of foreign investment regulation, a domestic corporation is considered “foreign‑owned” when foreign nationals own more than 40% of its outstanding capital; at that point, the Foreign Investments Act (FIA) capital rules and the Foreign Investment Negative List (FINL) become highly relevant. In sectors not listed as restricted, foreign nationals—including US investors—may own up to 100% of the corporation, subject to minimum paid‑in capital rules for domestic‑market enterprises.
Capital and Ownership Rules When Forming a Domestic Corporation
Capitalization planning is a critical early decision for US entrepreneurs forming a domestic corporation in BGC.
Under the Corporation Code, at least 25% of the authorized capital stock must be subscribed, and at least 25% of the total subscription must be paid upon incorporation, with the total paid‑in amount not falling below the equivalent of PHP 5,000. However, once foreign equity exceeds 40% and the business serves the domestic market (rather than being export‑oriented), the Foreign Investments Act generally requires a minimum paid‑in capital of USD 200,000 (approximately PHP 10 million), reducible to USD 100,000 when the enterprise uses advanced technology or directly employs at least 50 Filipino workers.
Export‑oriented corporations—typically those exporting at least 60% of output—are exempt from the USD 200,000 minimum and may form with only the nominal capitalization required under corporate law, making this structure attractive for US companies using the Philippines as a regional service or manufacturing hub. US shareholders must also account for Anti‑Dummy Law restrictions in any sector subject to nationality ceilings, ensuring that beneficial ownership and control structures do not circumvent foreign equity caps.
Officers and Incorporators Required for US-Led Domestic Corporations
Philippine law prescribes a clear set of minimum requirements for officers and incorporators of stock corporations.
A domestic corporation must have at least two incorporators and a board of directors composed of 2–15 members; each director must own at least one share in his or her own name. Core officers include a President (who must be a director), a Treasurer (who must be a resident of the Philippines), and a Corporate Secretary (who must be both a Philippine resident and citizen).
For US entrepreneurs forming a domestic corporation, it is common for a US principal to serve as President and director, while engaging a trusted Philippine resident as Treasurer and a Filipino lawyer or experienced practitioner as Corporate Secretary to satisfy residency and nationality requirements. Where sectors are partially restricted, board composition and officer appointments must also respect Anti‑Dummy Law rules regarding “control” and management participation by foreigners.
Step 1: Name Verification and Reservation Through SEC eSPARC
Name clearance is the formal starting point for incorporation.
US founders or their local representatives access the SEC eSPARC portal, use the name verification feature to propose one or more corporate names, and ensure that the names are not identical, confusingly similar, or misleading compared with existing entities or protected expressions. Once an acceptable name is identified, it may be reserved for a defined period (typically 30 days, extendable), during which the incorporation documents must be completed and filed; failure to proceed within the reservation period may require a new reservation.
Name selection should reflect the proposed BGC principal office location and business purpose. For companies in sectors with foreign equity caps, the Articles will usually indicate whether an activity is subject to specific foreign ownership limitations.
Step 2: Drafting Articles of Incorporation and By-Laws
The Articles of Incorporation and By‑Laws form the constitutional documents of the corporation and must be drafted with precision.
The Articles set out the corporate name, specific BGC principal office address, primary and secondary purposes (aligned with PSIC codes where appropriate), term of existence, details of incorporators and directors, authorized capital stock, subscription and payment details, and any foreign ownership disclosures. By‑Laws govern internal administration, including notice and quorum requirements for meetings, voting rights, officer roles, and procedures for replacing directors and officers, and can be tailored to mirror certain US‑style governance practices, provided they remain consistent with Philippine law.
Documents signed abroad by US incorporators or directors must be notarized and apostilled (or consularized where the Hague Apostille Convention is not applicable), then submitted in electronic PDF form via eSPARC and later in hard copy as required.
Step 3: Treasurer’s Affidavit and Bank Certificate as Capital Proof
Capital compliance is verified through sworn statements and banking documentation.
A duly appointed Treasurer‑in‑Trust executes a notarized Treasurer’s Affidavit attesting that (a) at least 25% of the authorized capital stock has been subscribed, (b) at least 25% of the subscription has been paid‑in, and (c) the paid‑in amount is available for the corporation’s use. Typically, a Philippine corporate bank account is opened in the proposed corporate name, into which US investors remit the required paid‑in capital; the bank then issues a certificate confirming the deposit, which forms part of the SEC filing.
For foreign‑owned domestic market enterprises, this amount would ordinarily meet or exceed the USD 200,000 minimum under the Foreign Investments Act, unless the company qualifies for a reduced threshold through advanced technology, employment, or special startup incentives.
Step 4: Filing the Incorporation with the SEC via eSPARC
The substantive incorporation step occurs within the eSPARC regular processing flow.
The applicant (or authorized consultant) completes a six‑step online application covering company details, capital structure, officer profiles, and incorporator information, before uploading the signed and notarized Articles, By‑Laws, Treasurer’s Affidavit, IDs/passports, and supporting documents such as the bank certificate and proof of address in BGC. The SEC then issues an electronic Payment Assessment Form (PAF), and fees—comprising a filing fee equal to one‑fifth of one percent of the authorized capital (but not less than approximately PHP 2,000), plus legal research and documentary stamp taxes—are paid via accredited channels.
Upon approval, the SEC releases a digital Certificate of Incorporation, often within 3-7 working days for complete applications, which serves as conclusive proof of the corporation’s legal existence; a wet‑signed version can subsequently be claimed upon submission of physical document sets.
Step 5: BIR Registration and Tax Configuration
Tax registration is required before the corporation may issue valid invoices or receipts and commence full operations.
The newly formed corporation registers with the Bureau of Internal Revenue office that has jurisdiction over its BGC address, submitting BIR Form 1903, the SEC Certificate of Incorporation, Articles and By‑Laws, bank and lease documents, and other required supporting papers. The BIR then issues a Certificate of Registration (Form 2303), assigns a Taxpayer Identification Number (TIN), approves the chosen method of keeping books of accounts (manual, loose‑leaf, or computerized), and grants Authority to Print official receipts or accredits an electronic invoicing provider.
Corporations with expected annual sales exceeding PHP 3 million must register as VAT taxpayers, while those below the threshold may register as non‑VAT and pay a percentage tax; quarterly and annual filing obligations apply in all cases.
Step 6: Taguig City and Barangay Permits for BGC Operations
Local government permits establish the corporation’s legal right to physically occupy and operate from its BGC premises, processed through Taguig City’s efficient permitting infrastructure.
- Barangay Business Clearance: Apply at the BGC‑covering barangay hall (typically Fort Bonifacio), submitting SEC Certificate of Incorporation, BIR Form 2303, lease contract or affidavit of consent for home offices, valid IDs of authorized representatives, and location sketch/photograph; fees range from PHP 500‑2,000 based on capitalization, issued same/next day.
- Taguig Mayor’s/Business Permit via BOSS: Present unified application form, Barangay Clearance, SEC/BIR documents, lease/title proof, Fire Safety Inspection Certificate (BFP), Sanitary Permit (food‑related), Comprehensive General Liability insurance (required in BGC), and business layout; processed at City Hall or SM Aura BOSS satellite in three steps—file, pay (0.3‑0.7% gross receipts/capital, PHP 10K‑50K typical), release within 2‑5 working days.
- Additional Clearances: Obtain Bureau of Fire Protection (BFP) Fire Safety Inspection Certificate, City Health Office Sanitary Permit for F&B operations, and Barangay/Environmental clearance for specific activities; BGC building administrations often pre‑coordinate these.
- Annual Renewal Process: Permits are renewed on January 2 to 20 via BOSS, requiring updated Form 2307 certificates, audited financial statements (if applicable), SSS/PhilHealth/Pag‑IBIG remittances, and payment of local business taxes, along with penalties for late filing.
Step 7: SSS, PhilHealth, and Pag‑IBIG Employer Registration
As soon as the corporation hires employees in the Philippines, it must obtain employer accounts with the social security and housing agencies.
Employer registration is completed with the Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (Pag‑IBIG) using the SEC Certificate, BIR Form 2303, Mayor’s Permit, and employer forms, typically via their respective online portals. These registrations allow the company to remit statutory contributions on behalf of employees and are prerequisites for compliance with labor and social legislation.
Fees, Timelines, and Practical Considerations for BGC Setup
US entrepreneurs forming a domestic corporation in BGC must carefully budget for both initial establishment costs and realistic processing timelines while accounting for practical operational factors unique to Taguig City’s regulatory environment.
- SEC Incorporation Fees: Regular eSPARC processing incurs a filing fee of approximately PHP 2,000 plus one-fifth of one percent of authorized capital stock (minimum PHP 5,000 total), legal research fee (PHP 10 per PHP 1M capital), and documentary stamp tax on subscriptions, typically ranging from PHP 5,000-20,000 depending on capital size.
- BIR Registration Costs: PHP 500 registration fee (frequently suspended), documentary stamp tax on capital (PHP 1.50 per PHP 200 subscription), plus PHP 30-2,000 for books of accounts and Authority to Print, totaling under PHP 3,000 for small corporations.
- Taguig/BGC Local Permits: Barangay Clearance (PHP 500-2,000) plus Mayor’s/Business Permit fees of 0.3-0.7% gross receipts/capital (PHP 10,000-50,000 initial for typical small offices), Fire Safety/Sanitary (PHP 2,000-5,000), annual renewal in January.
- Processing Timeline: Complete sequence from name reservation to full permits spans 2-4 weeks; optimized applications with professional coordination achieve operational readiness in 10-14 working days via eSPARC (3-7 days SEC), BIR (1-3 days), BOSS (2-5 days).
- Banking and Address Practicalities: Corporate accounts require PHP 500K-2M minimum deposits; BGC virtual offices face stricter LGU scrutiny—physical leases preferred; US signatories may use Special Power of Attorney for initial setup.
Ongoing Compliance Obligations After Formation
Regulatory obligations continue after incorporation and must be systematically managed to preserve good standing.
Domestic corporations must file an annual General Information Sheet (GIS) and, once operational thresholds are met, Audited Financial Statements (AFS) with the SEC. With the BIR, they must submit monthly or quarterly VAT/percentage tax and withholding tax returns, plus annual income tax returns, supported by properly maintained books of accounts and official receipts. Taguig City requires annual renewal of the Mayor’s/Business Permit and payment of local business taxes via its BOSS program, usually between early and late January, with penalties for late renewals.
US owners typically rely on a Philippine CPA firm and a resident Corporate Secretary to monitor deadlines, prepare filings, and ensure compliance with the evolving regulatory environment in BGC and nationally.
Final Thoughts
For US entrepreneurs, forming a domestic corporation in BGC is a strategic way to establish a legally sound, locally integrated entity in one of the Philippines’ most dynamic business districts, while still retaining the option for up to 100% foreign ownership in many permitted sectors. By carefully planning capitalization, officer appointments, and regulatory sequencing through SEC eSPARC, BIR registration, Taguig BOSS permitting, and social agency enrollment, US investors can build a corporate platform capable of serving Philippine and regional markets with confidence.
Is Assistance Available?
Yes. BusinessRegistrationPhilippines.com and allied advisory teams offer end‑to‑end assistance—from FINL analysis and document preparation to eSPARC submissions, BIR and Taguig coordination, and ongoing compliance support—enabling US founders to focus on strategy, clients, and growth while local experts handle the regulatory complexity. Contact our team of experts:
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