Learning how to register a business in the Philippines from Australia allows Australian investors to tap Southeast Asia’s growth without relocating, by using online systems, apostilled documents, and Philippine-based representatives for on‑the‑ground steps. With proper planning regarding foreign ownership rules, minimum capital requirements, and entity choice, most of the registration process can be completed from Australia.
Understanding the Legal Rules for Australians Registering From Overseas
Before proceeding with any paperwork, Australian investors need to understand how Philippine law treats foreign ownership and which sectors permit 100% control.
The Foreign Investments Act of 1991 (RA 7042, as amended) and the regularly updated Foreign Investment Negative List (FINL) set out where foreign equity is fully allowed, capped (often at 40%), or prohibited, with many service, IT‑BPM, export, and manufacturing sectors open to 100% foreign ownership. The FINL is divided into List A (constitutional/statutory limits like mass media, public utilities, land ownership) and List B (restrictions for security, health, or SME protection), so checking the latest list is essential for confirming how much of the business Australians can own.
Sole proprietorships are reserved for Filipino citizens; therefore, Australians must use structures such as domestic corporations, partnerships, branches, or representative offices, typically aiming for a corporation where full foreign ownership is permitted.
Choosing the Right Structure When You Register From Australia
Entity selection shapes ownership, liability, tax, and processes when deciding how to register a business in the Philippines from Australia.
- Domestic corporation (subsidiary): A Philippine corporation with its own juridical personality; 100% foreign ownership is permitted in many sectors not restricted by the FINL, especially for export‑oriented or IT‑BPM operations.
- Partnership: May be used for joint ventures with Filipino partners, but partners generally have more direct liability, and foreign equity still follows FINL caps.
- Branch office: An extension of an existing Australian company, allowed to derive income locally but usually subject to at least USD 200,000 capital remittance (reducible where conditions are met), and taxed as a non‑resident foreign corporation, plus branch profits remittance tax.
- Representative office: For liaison, marketing, and support activities only; no local revenue allowed, and minimum USD 30,000 annual inward remittance.
- Ecozone entity (PEZA, Clark, and Subic): For export enterprises in IT‑BPM, manufacturing, or logistics, up to 100% foreign ownership is often allowed if at least around 70% of output is exported and the business operates within a registered economic zone.
In practice, the most common answer to how to register a business in the Philippines from Australia is to form a 100% foreign‑owned domestic corporation or foreign‑owned export enterprise, where the sector and export ratio permit it.
Ownership Limits and Minimum Capital for Australian Investors
Foreign ownership thresholds and capital rules must be aligned before incorporators sign any documents in Australia.
Domestic market enterprises with more than 40% foreign equity are generally required to have at least USD 200,000 in paid-in capital under the Foreign Investments Act, with a reduction to USD 100,000 where the business utilizes advanced technology or directly employs at least 50 Filipino workers. Export enterprises that export at least 60% of their production or services can normally enjoy up to 100% foreign ownership and may be allowed lower effective capital thresholds, especially when BOI/PEZA‑registered.
Certain sectors (e.g., small‑scale retail below set capitalization, mass media, some land‑related businesses, and specific public utilities) remain partly or fully closed to 100% foreign ownership, meaning Australians must either accept a 40% cap or choose a different activity.
Planning and Due Diligence From Australia Before Registration
Before accessing online portals, Australians should invest time in planning and legal checks to avoid later restructuring.
Recommended steps include: drafting a detailed business plan (sector, export ratio, target markets), mapping the activity against the latest FINL and sector‑specific laws to verify foreign ownership options, and choosing an entity type aligned with control, tax, and long‑term scale. Engaging a Philippine law or consulting firm experienced in foreign company registration, ideally one familiar with Australian corporate practices, helps validate assumptions and pre‑draft compliant corporate documents.
This upfront work makes the remote registration much smoother and reduces the risk of having to amend the structure after the SEC or other regulators raise issues.
How to Register a Corporation With the SEC While Staying in Australia
For a new subsidiary, the core step in how to register a business in the Philippines from Australia is remote incorporation with the Securities and Exchange Commission (SEC).
The SEC now uses online platforms like eSPARC (and SEC ZERO for certain standard companies), allowing incorporators abroad to participate by signing documents that are then notarized in Australia and apostilled for Philippine use. The typical SEC process includes:
- Name reservation via SEC’s online system (eSPARC), usually valid 30-90 days, ensuring no conflict with existing entities.
- Drafting and notarising Articles of Incorporation and By‑Laws, specifying primary purpose, capital structure, Australian/Filipino directors (minimum of 2), and a Philippine-registered office address.
- Appointing directors and officers, meeting any residency or nationality requirements for special sectors, and designating a Treasurer‑in‑Trust (TIT) to handle initial capital deposits.
- Opening a Philippine bank account and obtaining a bank certificate for the paid‑in capital (usually at least 25% of subscribed capital, and at least PHP 5,000, or more for foreign‑owned entities as per FIA thresholds).
- Uploading all documents through eSPARC, including passports (notarized/apostilled), Articles, By‑Laws, Treasurer’s Affidavit, bank certificate, and cover sheets, followed by payment of assessed SEC fees and documentary stamp tax.
- Receiving the SEC Certificate of Incorporation, often within 10-15 working days for complete submissions, at which point the company becomes a legal entity in the Philippines.
Australians commonly sign the relevant documents in Australia, have them notarized and apostilled under the Hague Convention, and then issue a Special Power of Attorney (SPA) to a Philippine-based representative, who handles filing and liaising with the SEC.
Completing Post-SEC Registrations: BIR, LGU, and Social Agencies
SEC approval is only the first step; full operational compliance also requires tax and local permits, plus employer registrations.
- BIR registration: The new corporation must register with the Bureau of Internal Revenue to obtain a TIN and Certificate of Registration (Form 2303), register books of accounts, and secure Authority to Print receipts or set up an accredited e‑invoicing system.
- Local government registration: The company must secure Barangay Clearance and Mayor’s/Business Permit from the LGU where its registered office is located (e.g., Makati, Taguig, Cebu), presenting the SEC certificate, lease/tax declaration, and completed business permit forms.
- SSS, PhilHealth, and Pag‑IBIG employer registration: Once the corporation starts hiring, it must register as an employer in these social agencies and submit new employee reports and contributions on time.
These steps are usually handled by a Philippine representative or service provider on behalf of the Australian owners, who receive scanned copies of all permits and certificates for their records.
Using PEZA Zones and Incentives When Registering From Australia
Australians engaged in export‑oriented manufacturing, IT‑BPM, or logistics should consider whether a PEZA ecozone or similar special regime fits their strategy.
PEZA‑registered enterprises generally need to operate inside designated economic zones or IT parks and commit to exporting around 70% of output, but in return, they may access income tax holidays, special corporate income tax rates, and VAT/duty exemptions on imported equipment and qualified local purchases. Many PEZA zones permit 100% foreign ownership for export enterprises, which aligns well with Australian investors focused on global markets rather than purely domestic Philippine sales.
Choosing a zone versus a regular city address must be decided early, because it affects the registered office address, permitting requirements, and the application sequence for incentives.
Practical Issues in How to Register a Business in the Philippines From Australia
Beyond the legal framework, Australians registering from overseas must manage several practical considerations.
- Document legalization: Philippine authorities typically require that documents signed abroad—such as SPAs, board resolutions, and passport authentications—be notarized locally and then apostilled, following Hague Convention standards.
- Local registered address: SEC and LGUs require a Philippine registered office address; depending on the city, this may be a traditional leased office, serviced office, or compliant virtual office, subject to local zoning and physical presence rules.
- Bank account opening: Many Philippine banks require at least one signatory to appear in person, though some allow initial accounts via a local signatory or representative with later updates when Australian directors visit.
- Australia-Philippines tax interactions: Australians must consider how Philippine corporate tax (25% or reduced under CREATE MORE) and any withholding taxes on dividends or services interact with Australian tax obligations and the double taxation agreement, best assessed with cross‑border tax advice.
Addressing these issues early—ideally before the SEC filing—reduces delays and prevents circular requests between banks, LGUs, and regulators.
Ongoing Compliance Obligations After Registration
Once the entity is operational, Australian-owned corporations must maintain Philippine compliance even if decision‑makers remain based in Australia.
Typical recurring obligations include:
- Annual filing of General Information Sheet (GIS) and audited financial statements with the SEC, reflecting ownership, capital, and financial status.
- Monthly/quarterly returns for VAT or percentage tax, expanded withholding tax, and annual income tax returns under BIR rules, backed by well-maintained books and official receipts.
- Annual renewal of business permits and Barangay Clearances with the LGU each January, including payment of local business taxes.
- Full compliance with Philippine labor laws—written employment contracts, minimum wage and benefits, 13th‑month pay, and timely SSS/PhilHealth/Pag‑IBIG remittances—especially once a local team is in place.
Most Australian shareholders rely on a Philippine accounting and legal/compliance team to handle these tasks, allowing them to focus on operations, client relationships, and regional strategy.
Final Insights
For Australians exploring how to register a business in the Philippines from Australia, success depends on combining a clear understanding of the Foreign Investments Act and FINL with the practical mechanics of SEC, BIR, LGU, and social‑agency registration—much of which can now be completed remotely via online systems and trusted local representatives.
By selecting a suitable structure (often a domestic corporation or export enterprise), confirming sector-specific ownership and capital rules, and then systematically completing SEC incorporation, followed by tax and permit registrations, Australian investors can establish a compliant Philippine presence while staying in Australia and positioning themselves to serve both the Philippine and broader ASEAN markets.
Is Assistance Available?
Yes. Engage the specialists behind BusinessRegistrationPhilippines.com to review your FINL exposure, draft or refine your incorporation documents, and coordinate SEC, BIR, LGU, and social-agency filings on your behalf so you can manage everything from Australia while your Philippine entity is set up correctly from day one. Contact our experts here:
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