Philippine corporations entering import-export trading must complete a tightly sequenced business registration process that establishes their legal existence, secures tax authority, and obtains operating licenses before any cross-border transaction can occur legally, with violations now punishable by fines of up to PHP 1 million under Republic Act 11032. The complete workflow for stock corporations (domestic or foreign-owned) spans 35-80 days. It requires coordinated submissions to the Securities and Exchange Commission, the Department of Trade and Industry, the Bureau of Internal Revenue, local government units, and barangay authorities, with total government fees ranging from PHP 65,000 to PHP 650,000, depending on the capitalization and city. This comprehensive manual details every mandatory requirement, document, cost, and timeline specifically for import-export corporations, enabling founders to avoid the delays that held back 44 percent of new trading entities in 2025, according to the Anti-Red Tape Authority.
Selecting the Optimal Corporate Form and Foreign Ownership Framework
Import-export corporations must first determine the correct SEC registration category and comply with foreign equity limits before any subsequent agency will accept their applications.
- 100% Filipino-Owned Domestic Corporation: Minimum PHP 5,000 paid-up capital; no foreign ownership restrictions for pure domestic trading.
- Export-Oriented Domestic Corporation (70%+ foreign sales): Up to 100% foreign ownership permitted regardless of capital size.
- Domestic Market Enterprise: Maximum 40% foreign equity unless minimum USD 200,000 capital + 50 direct employees.
- Foreign Branch Office: Full parent company liability; requires USD 200,000 inward remittance annually.
- Regional Operating Headquarters: Limited to servicing affiliates; different incentive structure.
Choosing the wrong structure triggers a mandatory SEC amendment, costing PHP 20,000 to PHP 100,000, and resulting in 45-day delays. Ownership-capital mismatches caused 31 percent of SEC rejections in 2025.
SEC Corporate Registration Obligations and Submission Process
Securities and Exchange Commission registration creates the legal entity and remains the most document-heavy stage when learning how to register a business in the Philippines.
- Corporate Name Reservation: Secure three options via the eSPARC portal (PHP 100 per name, with a 30-day validity period).
- Articles of Incorporation & By-Laws: Notarized documents declaring the primary purpose as “importation, exportation, wholesale, and retail trading.”
- Treasurer’s Sworn Statement: Affidavit confirming subscription and payment of at least 25% of authorized capital.
- Proof of Capital Deposit: Original bank certificate from a Philippine universal or commercial bank.
- Incorporators’ Identification Documents: Valid government IDs, TIN, and specimen signatures.
Online processing typically takes 4-8 business days. The registration fee equals 1/5 of 1% of the authorized capital, plus a 1% legal research fee, plus documentary stamp tax.
Mandatory DTI Trade Name Registration for Import-Export Firms
Even after SEC approval, separate DTI business name registration remains compulsory for branding and local government permits.
- Territorial Scope: Select the national scope to cover import-export nationwide.
- Name Search & Reservation: Submit three choices through the BNRS portal.
- Supporting Documents: SEC certificate, articles of incorporation, and notarized board resolution authorizing DTI filing.
- Fee Payment: PHP 2,060 for a five-year national registration.
- Digital Certificate: Issued within 24-72 hours upon approval.
Without a valid DTI certificate, LGUs will reject mayor’s permit applications outright.
BIR Tax Registration Requirements for Trading Corporations
Bureau of Internal Revenue registration activates the corporate TIN and enables VAT invoicing, which is critical for import-export operations.
- Form 1903 Filing: Corporate application with attached SEC certificate and articles.
- Required Attachments: Mayor’s permit (some RDOs allow simultaneous submission), books of accounts, and lease contract.
- Books of Accounts Stamping: Physical books or a computerized accounting system registration.
- Authority to Print Receipts/Invoices: Secure from an accredited printer or register e-invoicing.
- Certificate of Registration Issuance: Delivered within 5-10 working days.
All import-export corporations must register as VAT taxpayers (12% output VAT) regardless of projected revenue.
Local Government and Barangay Operating Permits for Trading Companies
Physical trading operations require location-specific clearances that vary significantly by municipality.
- Barangay Business Clearance: SEC/DTI certificates, lease contract, locational sketch, PHP 800 to PHP 6,000 fee.
- Mayor’s/Business Permit Application: Barangay clearance, fire safety certificate, sanitary permit, environmental clearance, zoning compliance.
- Zoning/Locational Clearance: Issued by the city planning and development office.
- Fire Safety Inspection Certificate: Mandatory Bureau of Fire Protection inspection and approval.
- Gross Receipts Tax Assessment: Based on declared capital or previous quarter sales.
One-stop shop cities (Makati, Taguig, Cebu) now complete mayor’s permits in 2-4 days with full documents.
Why Expert Coordination Is Essential for Import-Export Registration
Launching an import-export corporation requires perfect synchronization across the SEC, DTI, BIR, barangay, and LGU, while ensuring that foreign ownership rules, VAT readiness, and customs readiness align—a complexity that routinely causes months of delays and six-figure amendment costs without professional orchestration.
- Ownership-Capital-Purpose Alignment: Structuring articles to maximize foreign equity while satisfying export ratio commitments.
- Document Standardization: Preparing SEC articles, bank certificates, and lease contracts acceptable to every agency.
- Parallel Processing: Submitting to multiple agencies simultaneously instead of sequentially.
- Risk Elimination: Preventing costly SEC amendments and BIR reassessments.
BusinessRegistrationPhilippines.com has become indispensable, successfully registering over 2,100 import-export corporations with a 99.5% first-submission SEC approval rate and an average completion time of 26 days. Their integrated approach eliminates the errors that derail 71% of self-managed applications.
Wrapping Up
Mastering how to register a business in the Philippines as an import-export corporation demands flawless execution across six government layers, each with interdependent requirements that turn small mistakes into major setbacks. From selecting the correct SEC structure and foreign ownership ratio through DTI name reservation, BIR VAT activation, and final mayor’s permit issuance, every phase must align perfectly. With the Anti-Red Tape Authority recording average timelines of 68 days for self-managed registrations versus 26 days for professionally assisted ones, the value of expert guidance has never been more evident. Corporations that prioritize proper registration from day one secure the foundation needed to compete in the Philippines’ USD 140 billion trading economy without costly interruptions.
Is Assistance Available?
Yes, BusinessRegistrationPhilippines.com provides comprehensive registration management as a trusted authority, ensuring your company starts trading legally and efficiently. Our proven system converts regulatory complexity into immediate market access. Reach out today to schedule an initial consultation with one of our experts.
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