Services · Company formation
How to register a company in the Philippines as a foreigner
Registration in one day, but capital from US$200,000. We explain who is exempt from the threshold, which company forms are open to a foreign owner, which officers must live in the country, what the government charges, which taxes and filings follow, and how citizens of Russia and Belarus open an account.
Is it worth setting up a company in the Philippines in 2026
Since September 2025 a company with foreign equity can be registered in the Philippines in a single day. The Securities and Exchange Commission (SEC), the company registrar, opened its fast online channel OneSEC to such applications, having scrapped paper filings and notarisation in April 2025.
Fast registration does not remove the main filter. To own more than 40% of a company selling on the domestic market, a foreign investor must pay in at least US$200,000 - about PHP 12.5 million at the 2026 exchange rate. In Singapore, for comparison, one Singapore dollar is enough. Exporters are outside the threshold, while technology companies, startups and employers with 15 local staff get it halved.
In return the owner gets a market of more than 110 million people, English in corporate documents and 100% foreign ownership in most industries. Corporate income tax is 25%: higher than 17% in Singapore and 20% in Vietnam.
A good fit for founders hiring a team in Manila or Cebu to serve clients abroad, entering the local market with US$200,000 or more, or opening a branch of an existing foreign company.
Not a fit for a cafe, shop or small local service with tens of thousands of dollars in capital: the law reserves such businesses for Filipinos. Nor for a company without people: the corporate secretary must be a Filipino citizen and resident, and the treasurer a resident. A corporation that is more than 40% foreign-owned cannot buy land.
We will calculate online the cost of registering and running your company for the first year.
What type of company can a foreigner register in the Philippines
A foreign investor has four options, and two questions decide between them: one owner or several, and whether the company will earn income locally. The rules come from the Revised Corporation Code, Republic Act 11232, in force since 2019. It introduced the single-stockholder corporation and requires no minimum capital unless a special law sets one.
| Form | What it is | Capital under foreign ownership |
|---|---|---|
| Stock corporation | A separate legal entity with 2 to 15 incorporators and limited liability. The main form for a subsidiary or a partnership business | From US$200,000 (about PHP 12.5 million) when foreign equity exceeds 40% and the company sells domestically; exporters are exempt |
| One Person Corporation (OPC) | A single stockholder who is a natural person and also the director and president. A foreign company cannot be the owner | Same rules |
| Branch office of a foreign company | Not a separate entity: the head office is liable for its debts. Works under an SEC licence and may earn income locally | Inward remittance from US$200,000 plus a securities deposit of PHP 500,000 |
| Representative office | No right to earn income locally: marketing, quality control, liaison with head office clients | Inward remittance from US$30,000 (about PHP 1.9 million) |
A foreign company that wants a wholly owned Philippine subsidiary needs a stock corporation with at least two stockholders: the second is usually a director holding one share. The law reserves the One Person Corporation for natural persons, trusts and estates.
Within 60 days of the licence a branch deposits with the SEC securities worth PHP 500,000 - protection for local creditors under Section 143 of the Code.
How much capital a foreign owner needs and which industries are closed
US$200,000 of paid-in capital, about PHP 12.5 million - that is what the Foreign Investments Act (Republic Act 7042 as amended by Republic Act 11647 of 2022) requires from a company more than 40% foreign-owned that sells on the domestic market. The threshold falls to US$100,000 (about PHP 6.3 million) in three cases:
- the company uses advanced technology, as determined by the Department of Science and Technology (DOST);
- the lead government agency has endorsed it as a startup under the Innovative Startup Act, Republic Act 11337;
- most direct employees are Filipinos, at least 15 of them. Before the 2022 reform it was 50.
Exporters are outside the threshold altogether. An export enterprise sells at least 60% of its output abroad. Foreigners may own 100% of it, but it registers with the Board of Investments (BOI) and reports its export ratio.
Example calculation. A software studio hires 12 developers in Manila; all clients are abroad. Exports are 100% of revenue, the threshold does not apply, and the owner sets the capital. If Philippine clients bring in half the revenue, the studio becomes a domestic market enterprise and the threshold returns.
Some industries are restricted regardless of capital. The Foreign Investment Negative List names them: since May 2026 the 13th edition applies, issued by Executive Order No. 113 of 13 April 2026.
| Foreign equity | Industries |
|---|---|
| 0% | Mass media, except recording and internet business; cooperatives; private security agencies; small-scale mining |
| up to 25% | Private recruitment agencies; construction of defence-related structures |
| up to 30% | Advertising |
| up to 40% | Retail trade with paid-up capital below PHP 25 million; ownership of private land; public utilities; educational institutions; exploration and use of natural resources |
Using Filipino front shareholders to get around the limits is a crime. The Anti-Dummy Law (Commonwealth Act 108) punishes it with 5 to 15 years in prison - both the citizen who lends a name and the foreigner who benefits.
Land can be leased. Republic Act 12252, in force since 19 September 2025, lets foreign investors lease private land for up to 99 years instead of 50 plus a 25-year extension.
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Who the company needs: directors, treasurer, secretary and an address
Directors need not live in the Philippines, but two officers must. Under Section 24 of the Corporation Code the treasurer must be a resident, and the corporate secretary a citizen and resident of the Philippines. For an owner who stays abroad this is the main practical question.
- Board of directors. No more than 15 members, each holding at least one share, elected for one year. In open industries the whole board may consist of foreigners.
- President. A member of the board. The president cannot also be the treasurer or the secretary.
- Treasurer. Handles the company's money and certifies in the articles of incorporation that the paid-up capital has been received. A resident of the Philippines; citizenship does not matter.
- Corporate secretary. Keeps minutes and registers, files reports with the SEC. Only a Filipino citizen living in the country.
One person may hold both positions - treasurer and secretary. So a company with owners abroad needs at least one trusted Filipino among its officers.
A One Person Corporation has its own rules. The single stockholder is the sole director and president and names a nominee and an alternate nominee to take over on death or incapacity. The owner cannot be the secretary but can be the treasurer, posting a bond with the SEC and renewing it every two years.
Address. Under Section 13 of the Code the principal office must be in the Philippines. Local permits are tied to it: the barangay (city district) clearance and the mayor's permit are issued for the office location.
Tax number. The SEC requires every foreign investor to obtain a Philippine Taxpayer Identification Number (TIN).
Working in the country. A foreigner who runs the company on the ground needs an Alien Employment Permit (AEP) from the Department of Labor and Employment (DOLE) and a 9(g) work visa from the Bureau of Immigration.
How to register a company in the Philippines: steps, timeline and remote setup
1 minute and 14 seconds - that, according to the SEC, is how long the fastest application took from start to digital certificate. The record covers the first stage only. The tax office, the city hall and the bank come next, and the whole route for a company with foreign equity usually takes four to eight weeks.
| Step | What happens | Time |
|---|---|---|
| 1. Name reservation | Verifying and reserving the name in the SEC online system | Same day; the reservation lasts 30 days |
| 2. SEC registration | Articles of Incorporation, By-laws, the treasurer's certification of paid-up capital, beneficial ownership details. The result is a digital certificate of incorporation | OneSEC channel - within a day; regular processing - from a few working days to two weeks |
| 3. Capital remittance and bank account | Transferring the capital from abroad through a bank, opening the company account | Depends on the bank |
| 4. Local permits | Barangay clearance and the mayor's business permit for the office address | From a few days to several weeks, depending on the city |
| 5. Tax office | Registration with the Bureau of Internal Revenue (BIR), registration of books of accounts and invoices | From a few days to two weeks |
The OneSEC channel accepts One Person Corporations and stock corporations with 2 to 15 incorporators in 81 industry classifications. Other applications go through regular processing. Branches and representative offices receive an SEC licence rather than a certificate.
Can it be done without travelling. The SEC stage - yes. Since 7 April 2025 corporations are registered online only, with no hard copies or notarisation. Each incorporator and signatory opens an eSECURE account, confirms identity with a live photo, email and phone, and signs with one-time passwords.
A trip is usually needed later: banks, as a rule, meet account signatories in person. Local permits can be handled by a representative under a power of attorney. A foreign corporate incorporator needs apostilled documents: the Philippines has been in the Hague Apostille Convention since 2019. Order translations and apostilles before filing.
How much it costs to register a company in the Philippines
Two government payments at registration are significant, both based on capital: the 0.2% SEC filing fee and the 0.75% documentary stamp tax on shares issued. At the US$200,000 threshold that is about PHP 120,000.
| Payment | Amount |
|---|---|
| SEC name reservation | PHP 100 for 30 days |
| SEC filing fee for the articles of incorporation | 1/5 of 1% (0.2%) of the authorised capital stock, but not less than PHP 2,000 |
| Legal research fee | 1% of the filing fee |
| Registration of By-laws | PHP 1,010 |
| Documentary stamp tax on the original issue of shares | 0.75% of the par value of the shares issued |
| Annual registration fee of the tax office | PHP 0: the PHP 500 fee was abolished from 22 January 2024 |
| Branch office licence | 1% of the inward remittance, but not less than PHP 3,000, plus a securities deposit of PHP 500,000 |
| Representative office licence | 1/10 of 1% (0.1%) of the inward remittance, but not less than PHP 2,000 |
| Barangay clearance and mayor's permit | Rates are set by each city |
Example calculation. A stock corporation with authorised and fully issued capital of PHP 12,500,000 (about US$200,000). Filing fee: PHP 25,000. Legal research fee: PHP 250. By-laws: PHP 1,010. Name reservation: PHP 100. Documentary stamp tax: PHP 93,750. Total PHP 120,110, about US$1,900 at the 2026 exchange rate, before local permits.
The stamp tax was 1% until 1 July 2025; the Capital Markets Efficiency Promotion Act, Republic Act 12214, cut it. Micro, small and medium enterprises get a 20% SEC discount on the registration fee, extended until 31 December 2026.
A branch costs more: on the same US$200,000 the licence fee is about PHP 125,000 against PHP 25,000 for a corporation, and PHP 500,000 more goes into the deposit.
Registration in one day, but a foreigner serving the domestic market needs capital from $200,000
The law does not stop you registering a company on your own. But mistakes cost more than the fees: an activity on the list closed to foreigners, capital below the threshold for foreign-owned companies, a treasurer or secretary who by law must live in the country, and fees calculated on declared capital that are easy to overpay. We check the industry and ownership structure, calculate capital and fees, find resident officers and handle registration and tax setup.
The cost of support depends on the industry, capital and ownership structure; a manager will calculate it in the chat.
What taxes a Philippine company pays and what it files every year
25% of net profit is the standard corporate income tax rate in the Philippines. The reduced 20% rate is only for small companies: net taxable income up to PHP 5 million a year and total assets up to PHP 100 million.
| Tax | Rate | What matters |
|---|---|---|
| Corporate income tax | 25%; 20% for small companies | A domestic corporation is taxed on worldwide income |
| Minimum corporate income tax | 2% of gross income | From the fourth year of operations, when it exceeds the regular tax. A loss-making company pays it too |
| VAT | 12% | Registration is mandatory when sales exceed PHP 3 million in 12 months; below the threshold a 3% percentage tax applies |
| Withholding tax on dividends | 10% - to a resident individual; 20% - to a non-resident foreigner who spent more than 180 days in the country during the year; 25% - to other non-residents | For a foreign company the rate falls to 15% if its country does not tax such dividends or grants a credit |
Incentives go to exporters and priority-industry projects registered with the Board of Investments or in an economic zone: an income tax holiday of 4 to 7 years, then a special 5% tax on gross income (for exporters) or a 20% rate with enhanced deductions.
Annual filings go to three places: the SEC, the tax office and the city hall.
- Information sheet. Within 30 calendar days of the annual stockholders' meeting the corporation files a General Information Sheet (GIS) with the SEC.
- Financial statements. An audit is mandatory if total assets or liabilities exceed PHP 3 million. The threshold was raised in 2026; it used to be PHP 600,000. The tax office separately requires audited statements when annual sales exceed PHP 3 million.
- Beneficial ownership register. Since 30 January 2026 information on ultimate owners is filed through the HARBOR system. A beneficial owner is anyone holding at least 20% of the voting rights or capital. Changes are reported within 7 calendar days.
- Tax returns. The annual income tax return is due by the 15th day of the fourth month after the end of the financial year; quarterly returns and VAT are filed every quarter.
- Mayor's permit. Renewed in the first 20 days of January.
Three missed reports in five years, and the SEC may declare the company delinquent. Put audit and reporting on a routine from year one.
A bank account in the Philippines and citizens of Russia and Belarus
On 21 February 2025 the Philippines left the grey list of the FATF, the international body that fights money laundering. Account opening checks have not become lighter as a result: tightening them is what took the country off the list.
The law does not ban accounts for companies with foreign capital. The bank must identify the owners under the Anti-Money Laundering Act, Republic Act 9160, and usually asks for:
- the SEC certificate of incorporation and constitutional documents;
- a board resolution on the account and its signatories, certified by the corporate secretary;
- passports of directors, signatories and beneficial owners, plus the ACR I-Card (alien registration card) for foreigners living in the country;
- proof of office address, a description of the business and the source of funds.
The uncomfortable truth: the account is often the slowest stage, and the decision rests entirely with the bank. Signatories are most often asked to come to a branch in person.
Bringing in capital. Registering the investment with the central bank, Bangko Sentral ng Pilipinas (BSP), is optional. But without registration the foreign currency needed to repatriate capital and pay dividends abroad cannot be bought from the country's banks, so an investor who plans to take dividends out needs it.
Russia and Belarus. The Philippines has not imposed sanctions of its own on Russia or Belarus, and the law does not restrict citizens of these countries from forming companies. The limits come from elsewhere: dollar payments run through US correspondent banks, so Philippine banks screen owners and transfers against sanctions lists. A transfer from a Russian bank under US blocking sanctions will not go through, so plan the payment route before registration.
Russian residents have a tax advantage: the double tax treaty between Russia and the Philippines, applied since 1 January 1998, caps withholding tax on dividends at 15%. Belarus has no such treaty, so the general 25% rate applies.
If an account is also needed outside the Philippines, see business accounts and personal accounts in other countries.
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What we do
A Philippine company is registered in a day and reworked for months: the wrong form, capital below the threshold or a Negative List activity surface later, at the bank or the city hall. So we start with questions: where the customers are, how big the team is and who will live in the country.
- we assess the project and say plainly if another jurisdiction works better, for example Singapore, Malaysia or Indonesia;
- we check the activity against the Negative List, work out the capital and choose the form;
- we prepare the constitutional documents, beneficial ownership details and powers of attorney, and arrange translations and apostilles;
- we run the online filing with the SEC and handle local permits and tax registration;
- we help with the registered address and find a corporate secretary and a treasurer;
- we bring in Murblz accounting and tax specialists and an independent auditor;
- we prepare the package for the bank and for registering the investment with the central bank;
- legal representation before government bodies and in court is provided through partners licensed in the Philippines.
If the country is not chosen yet, start with our overview of jurisdictions for a company or the company registration section.
See also
Business account · Personal account · Investment property
FAQ
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