You register a Philippine corporation by reserving a name with the SEC, filing articles of incorporation and by-laws through the eSPARC portal, paying the filing fees and receiving a certificate of incorporation. The certificate is only the start: BIR, local government and social agency registrations follow before your first invoice goes out.
The Revised Corporation Code, Republic Act 11232, allows one to fifteen incorporators to form a stock corporation and introduced the One Person Corporation for a single natural person, trust or estate. A stock corporation fits founders who plan to issue shares to partners or investors. An OPC fits a solo owner who wants limited liability without recruiting nominal co-founders, and it requires a named nominee and alternate nominee.
Unless the articles state a term, a corporation now exists perpetually, and a majority of its directors must be residents of the Philippines. A two-founder software house, a family trading company and a freelance consultant who wants liability protection will each reach a different answer here, so decide the form before you pay for name reservation.
Start with a name search and reservation in the SEC online system. A name that is identical or deceptively similar to an existing registrant is refused, and everything behind it waits. Reserve a name that also works as your trading name, because changing the corporate name later means amending the articles and updating every other registration.
The articles of incorporation state the primary purpose, the principal office address, the authorized capital stock, the subscribers and the directors, and the by-laws set how meetings, officers and share transfers work. These are submitted through eSPARC, the SEC's Electronic Simplified Processing of Application for Registration of Companies. The SEC assesses the fees online, and once they are paid it releases the certificate of incorporation electronically.
Republic Act 11032, the Ease of Doing Business law, sets maximum processing times for government agencies, yet the practical speed depends on you. Mismatched names across documents, unreadable identification and a primary purpose that needs an endorsement from another regulator are the common causes of a returned application.
The Revised Corporation Code removed the fixed minimum paid-up capital for ordinary stock corporations, but the articles must still show the authorized capital, with a portion subscribed and a portion of those subscriptions paid. Because the SEC filing fee is calculated on authorized capital, an inflated figure costs money for no benefit. Confirm the current percentages in the SEC checklist before you decide.
Foreign founders should read the Foreign Investments Act and the Foreign Investment Negative List first. Activities on the list limit or bar foreign equity. For domestic-market enterprises with more than 40 percent foreign equity, a minimum paid-in capital rule applies, generally USD 200,000, reduced where the business uses advanced technology or employs at least fifteen direct Filipino employees. Confirm the present thresholds with the SEC.
The primary purpose clause deserves care. Banks, insurers, schools and similar regulated businesses need clearance from their own regulator, and a vague purpose clause can block a later BIR or LGU registration for a specific activity.
The certificate of incorporation does not authorise you to trade. In practice the order is: open a corporate bank account, register with the BIR to obtain a TIN and Certificate of Registration, secure the barangay clearance and Mayor's Permit from the local government unit, and register as an employer with SSS, PhilHealth and Pag-IBIG before the first hire.
Each office asks for the same corporate details, so copy the name, address and officers directly from the SEC certificate and articles. A comma, abbreviation or unit number written differently in the BIR record than in the SEC record is the most common reason a later filing is questioned.
Foreign-owned companies also hold the SEC registration as proof of authority to the bank when the board resolves to open an account and appoint signatories.
Picture two founders opening a small software company. In week one they search and reserve a name, agree who sits on the board and who serves as treasurer, and collect tax identification numbers and government IDs. In week two they draft the articles and by-laws, sign them and file through eSPARC. Once the certificate arrives, they open the bank account, lodge the BIR application and request the barangay clearance.
Delays tend to come from the supporting documents rather than the SEC form itself: a lease that is still being negotiated, a director whose passport expired, or a treasurer who is abroad and cannot sign. Collect signatures and addresses before you start the application, and agree on the authorised capital and its subscription split between the founders in writing.
The SEC returns applications for reasons that are easy to avoid. The proposed name matches or closely resembles an existing one, the primary purpose lists activities that need another regulator's clearance, the subscribed and paid-up amounts do not add up, or the signatures on the articles do not match the identification submitted.
Read the articles aloud against the board list before filing. Check that the number of directors, the subscription figures and the residence statement for directors are consistent from the first page to the last.
After incorporation, the corporation files a General Information Sheet after each annual stockholders meeting, submits audited financial statements and keeps beneficial ownership information up to date. Late filings accrue penalties, and prolonged non-compliance can lead to suspension or revocation proceedings. Add the dates to a shared calendar when the certificate arrives.
4invoices.net produces PDF invoices and keeps an invoice archive, so you can set up your registered name, address and TIN exactly as printed on the Certificate of Registration once, and reuse it. 4softerp.net is a multi-company financial ERP for your own bookkeeping. Neither product files with the SEC or the BIR, and neither transmits invoices to the BIR; those steps remain with you, your corporate secretary and your CPA.
The incorporation certificate arrives, but there is no EIS-ready invoicing system — the first week of business produces paper invoices that are non-compliant with BIR.
Ask BIR about EIS enrolment once your TIN is issued. 4invoices creates PDF invoices and an invoice archive; it does not transmit invoices to BIR and is not an EIS-compliant system.
Double-entry bookkeeping under a Philippines-aligned chart of accounts is compulsory from day one, yet the founders have no in-house accounting capacity.
Appoint a CPA firm to set up the books and register them with BIR. 4softerp is a multi-company financial ERP for your own bookkeeping; it does not provide a BIR-CAS-registered system or file anything with BIR.
Founders sign the articles, then discover the principal office address needs a lease or title that the landlord has not yet provided.
Secure the lease or a signed authority to use the address before you file, because the same address must later match your BIR and Mayor's Permit records.
A stock corporation has one to fifteen incorporators and issues shares to several holders. A One Person Corporation, created by the Revised Corporation Code, has a single stockholder who may be a natural person, a trust or an estate. It must name a nominee and an alternate nominee to step in if the owner dies or becomes incapacitated. Banks, insurance companies and certain other regulated businesses cannot use the OPC form.
Ordinary stock corporations no longer face the old fixed minimum paid-up capital, but the articles must still show authorized capital, with part subscribed and part of that paid in. Regulated industries and foreign-owned domestic-market enterprises can face their own minimums, so check the SEC checklist and the Foreign Investments Act rules before you set a figure. A larger authorized capital also raises your filing fee.
Sometimes. The Foreign Investment Negative List restricts or bars foreign ownership in certain activities, and the Constitution reserves some areas to Filipinos. Where foreign equity is allowed, domestic-market companies with more than 40% foreign equity generally face a minimum paid-in capital rule. Export-oriented companies are treated differently. Confirm your exact activity with the SEC or a Philippine lawyer before you draft the articles.
Republic Act 11032 sets maximum processing times for government offices, but your own timeline depends on the quality of the submission. A clean name, complete identification documents and a primary purpose that needs no clearance from another regulator move fastest. Name conflicts, missing signatures and purposes that require a prior endorsement from another agency are the usual causes of delay. Ask the SEC for its current service standard.
A corporation files a General Information Sheet after its annual stockholders meeting, together with audited financial statements and the beneficial ownership information the SEC requires. Late or missing filings attract penalties, and persistent non-filing can lead to revocation proceedings. Put these dates in a shared calendar when the certificate arrives, since nobody receives a postal reminder.
PDF invoices and an invoice archive. Registration and EIS enrolment are done with SEC and BIR.
