Our company incorporation services provide comprehensive legal and technical assistance for the establishment of domestic corporations and foreign-owned entities in the Philippines. We help ensure that business enterprises are structured in strict adherence to the Revised Corporation Code (R.A. 11232), the Foreign Investments Act, and other relevant laws.
Company Incorporation in the Philippines
Company incorporation is a legal process by which a business entity is constituted and recognized as a separate legal person with its own rights, assets, liabilities, and governance structure. In the Philippines, it is a multi-agency process governed primarily by the following statutory frameworks:
Revised Corporation Code (R.A. 11232)
This serves as the primary governing legislation that provides the legal framework for the creation, organization, and dissolution of corporations. It also dictates the requirements for the Articles of Incorporation and Bylaws and allows for modern structures, such as One Person Corporations (OPCs).
Foreign Investments Act (R.A. 7042, as amended)
This regulates the entry of foreign equity into domestic enterprises and defines conditions under which foreign nationals and entities may do business. It also establishes the minimum paid-up capital requirements for foreign-owned corporations and refers to the Foreign Investment Negative List (FINL) for ownership restrictions.
National Internal Revenue Code (Tax Code, as amended)
Under the Tax Code, all newly registered corporations and entities must register with the Bureau of Internal Revenue (BIR) to obtain a Taxpayer Identification Number (TIN) and official receipts and ensure that they are taxable personas authorized to commence commercial transactions.
Local Government Code (R.A. 7160)
This mandates that every business must secure a permit from the city or municipality where its principal business is located. This involves obtaining a Barangay Clearance and a Mayor’s Business Permit to ensure compliance with local zoning, fire, and sanitary ordinances.
Why Engage Duran & Duran-Schulze Law
Duran & Duran-Schulze Law offers a comprehensive approach to company incorporation in the Philippines, blending deep statutory knowledge with practical administrative execution. Our team evaluates business objectives to recommend the most appropriate business structure, acts as primary legal liaison, and ensures precision and timely filing of incorporation documents.
Our Company Incorporation Services
Our service suite encompasses the complete lifecycle of corporate formation and initial regulatory compliance:
Pre-Incorporation Assessment and Consultation
We provide legal counsel to evaluate business objectives and determine the optimal corporate vehicle, such as a Domestic Corporation or One Person Corporation (OPC). This includes advisory on ownership structures, minimum capital requirements, and applicable fiscal incentives.
Company Name Verification and Reservation
We conduct preliminary verification and reservation of the proposed corporate name through the SEC’s regulatory clearinghouse. Furthermore, we facilitate trademark registration with the IPOPHL to secure the corporation’s intellectual property rights.
SEC Registration
The firm manages the formal petition for incorporation, including the drafting and filing of the Articles of Incorporation and Bylaws via the SEC eSPARC system. This process culminates in the issuance of the Certificate of Incorporation, granting the entity its juridical personality.
Business Registrations with Local Government Units (LGUs)
We secure the requisite permits from the Barangay and the Office of the Mayor to authorize operations within a specific municipality. This ensures compliance with local zoning, health, and safety ordinances mandated by the Local Government Code.
Tax Registration
We facilitate registration with the Bureau of Internal Revenue (BIR) to obtain the entity’s Certificate of Registration (COR) and Tax Identification Number (TIN). This service includes the procurement of the Authority to Print (ATP) invoices and the formal registration of the Books of Accounts.
Employer Registrations
Our team manages mandatory registrations with statutory labor agencies, including the SSS, PhilHealth, Pag-IBIG, and DOLE. This ensures the corporation is legally compliant with its obligations to provide social security and health benefits to its employees.
Ancillary Corporate Support and Compliance Services
We also provide integrated support through the provision of resident nominee directors and corporate secretaries, comprehensive document authentication, and virtual office solutions for regulatory alignment and compliance. Our Employer of Record (EOR) and immigration services facilitate immediate operational capacity and the procurement of necessary work permits for foreign personnel.
How to Get Started
For inquiries on requirements, processes, and fees, contact Duran & Duran-Schulze Law at (+632) 8478 5826, (+63) 917 194 0482, or info@duranschulze.com, or simply complete the form on this page. Our office is located at 1210 High Street South Corporate Plaza Tower 2, 26th Street, Bonifacio Global City, Taguig, Metro Manila.
Need to Consult a Lawyer?
You can book an online or in-person consultation with Atty. March. Choose a 30-minute or 1-hour session, fill out the form with your information and preferred schedule, pay the fee via PayPal, and meet with the attorney at the scheduled time.
Atty. Marie Christine Duran-Schulze
Managing Partner [Read Profile]
Business and Corporate Law, Family Law, Litigation, Immigration Laws, Real Estate, Labor Management, and HR Services
Company Incorporation FAQs
For your reference and guidance, here are some frequently asked questions about data privacy compliance in the Philippines:
A domestic corporation is an entity organized and existing under the laws of the Philippines. Conversely, a resident foreign corporation is an entity incorporated under the laws of a foreign jurisdiction but duly licensed by the Securities and Exchange Commission (SEC) to transact business within the Philippines.
A Branch Office acts as an extension of the head office and is authorized to generate income from Philippine sources. A Representative Office is limited to liaison activities, such as market research and promotion, and is prohibited from generating income. A Regional Headquarters (RHQ) serves as a supervisory and coordination center for affiliates and cannot earn income, whereas a Regional Operating Headquarters (ROHQ) is authorized to derive income from providing qualifying services to its affiliates.
Foreign nationals may own up to 100% of the equity in a domestic market enterprise, provided the business activity is not restricted or limited by the Foreign Investment Negative List (RFINL) issued pursuant to the Foreign Investments Act.
While the Revised Corporation Code (RCC) generally imposes no minimum capital for domestic corporations, foreign-owned market enterprises (exceeding 40% foreign equity) must comply with a minimum paid-in capital of US$200,000. This requirement may be reduced to US$100,000 for enterprises involving advanced technology or employing at least 50 direct Filipino employees, while export-oriented enterprises (exporting at least 60% of output) are generally exempt from these minimum capital thresholds.
Applicants must submit the Articles of Incorporation, Bylaws, and Treasurer’s Affidavit via the SEC’s electronic portal. Following SEC registration, the entity must secure a Mayor’s Business Permit and a Bureau of Internal Revenue (BIR) Certificate of Registration, which require proof of principal office address and various local clearances.
Under the CREATE Act, corporations are generally subject to a 25% Corporate Income Tax (CIT) on net taxable income. Domestic corporations classified as micro, small, and medium-sized enterprises (MSMEs)—specifically those with net taxable income not exceeding PHP 5 million and total assets (excluding land) not exceeding PHP 100 million—may qualify for a preferential rate of 20%.
The end-to-end process, encompassing SEC incorporation, LGU permitting, and BIR registration, typically spans three (3) to four (4) months. This estimate accounts for the sequential nature of agency approvals and the time required for the authentication of foreign documents.
