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Company Incorporation in the Philippines
Company formation and filing with the Philippine Securities and Exchange Commission (SEC), backed by structured guidance on obligations under the Revised Corporation Code.
Philippine Legal Structures
Selecting the right legal structure for Philippine market entry impacts liability, tax exposure, eligibility for foreign ownership, and statutory reporting requirements under Philippine law.
Domestic Corporation
A separate legal entity established under the Revised Corporation Code, this is the most common structure for trading, investment, and operational businesses in the Philippines.
- Limited liability for shareholders
- Minimum of two incorporators required (natural persons of legal age)
- Foreign ownership permitted up to 100% in non-restricted industries
- Subject to Foreign Investment Negative List (FINL) restrictions
- Certificate of Incorporation required from SEC
One Person Corporation (OPC)
A corporation with a single shareholder serving as both sole director and president, this structure is ideal for entrepreneurs seeking to run a corporation independently without the need for business partners.
- Full authority and control of a sole proprietorship with limited liability protection
- Single stockholder can be a natural person, trust, or estate
- Foreign natural persons permitted in non-restricted industries
- Nominee and alternate nominee must be designated
Branch Office
A corporate entity representing a foreign parent company's operation in the Philippines. Suitable for established overseas corporations expanding operations into the Philippines.
- Extension of a foreign parent company with no independent legal identity
- Parent company retains full legal liability
- Can generate revenue in the Philippines
- Minimum paid-up capital of US$200,000 as a general rule Initial securities deposit of at least PHP 500,000 required
Representative Office
A non-income-generating entity set up by a foreign company, often utilised for assessing the market before proceeding with full incorporation.
- Cannot conduct revenue-generating activities
- Limited to marketing, promotion, information dissemination and client order facilitation
- Annual minimum capital requirement of US$30,000
Regional Headquarters (RHQ)
A non-income generating entity for foreign corporations with international subsidiaries. Suitable for multinational coordination and administrative support functions.
- Functions as a contact centre or back office for administrative oversight
- Cannot generate income or offer services to third parties
- Cannot manage operations of subsidiaries, branches or affiliates
- Minimum annual remittance of US$50,000 from parent company
Regional Operating Headquarters (ROHQ)
An income-generating entity extending the business activities of a foreign parent company. Serves as a regional service hub for multinational group entities.
- Can provide qualifying services to parent company's affiliates, subsidiaries and branches
- Cannot solicit or market products for the parent company
- Cannot offer services to third-party enterprises
- Minimum annual remittance of US$200,000 from parent company
Domestic Corporation
A separate legal entity established under the Revised Corporation Code, this is the most common structure for trading, investment, and operational businesses in the Philippines.
- Limited liability for shareholders
- Minimum of two incorporators required (natural persons of legal age)
- Foreign ownership permitted up to 100% in non-restricted industries
- Subject to Foreign Investment Negative List (FINL) restrictions
- Certificate of Incorporation required from SEC
One Person Corporation (OPC)
A corporation with a single shareholder serving as both sole director and president, this structure is ideal for entrepreneurs seeking to run a corporation independently without the need for business partners.
- Full authority and control of a sole proprietorship with limited liability protection
- Single stockholder can be a natural person, trust, or estate
- Foreign natural persons permitted in non-restricted industries
- Nominee and alternate nominee must be designated
Branch Office
A corporate entity representing a foreign parent company's operation in the Philippines. Suitable for established overseas corporations expanding operations into the Philippines.
- Extension of a foreign parent company with no independent legal identity
- Parent company retains full legal liability
- Can generate revenue in the Philippines
- Minimum paid-up capital of US$200,000 as a general rule Initial securities deposit of at least PHP 500,000 required
Representative Office
A non-income-generating entity set up by a foreign company, often utilised for assessing the market before proceeding with full incorporation.
- Cannot conduct revenue-generating activities
- Limited to marketing, promotion, information dissemination and client order facilitation
- Annual minimum capital requirement of US$30,000
Regional Headquarters (RHQ)
A non-income generating entity for foreign corporations with international subsidiaries. Suitable for multinational coordination and administrative support functions.
- Functions as a contact centre or back office for administrative oversight
- Cannot generate income or offer services to third parties
- Cannot manage operations of subsidiaries, branches or affiliates
- Minimum annual remittance of US$50,000 from parent company
Regional Operating Headquarters (ROHQ)
An income-generating entity extending the business activities of a foreign parent company. Serves as a regional service hub for multinational group entities.
- Can provide qualifying services to parent company's affiliates, subsidiaries and branches
- Cannot solicit or market products for the parent company
- Cannot offer services to third-party enterprises
- Minimum annual remittance of US$200,000 from parent company
Incorporation Process
The process generally takes 2 to 4 months, depending on the entity type, capital requirements, and government processing times.
Structure Assessment
We review your intended activities, ownership structure, and regulatory requirements, while also assessing the implications of the Foreign Investment Negative List (FINL) and gathering the necessary documentation for Know Your Customer (KYC) and due diligence purposes.
Document Preparation
We prepare incorporation forms, Articles of Incorporation, By-Laws and supporting documentation required under the Revised Corporation Code.
SEC Filing and Document Preparation
We submit the application to the Securities and Exchange Commission (SEC) and coordinate with relevant government agencies. In addition, we also prepare incorporation forms, Articles of Association, By-Laws, and supporting documentation required under the Revised Corporation Code.
Certificate Issuance
You will receive your Certificate of Incorporation and Certificate of Registration from the SEC.
Post-Incorporation Compliance Setup
We manage Bureau of Internal Revenue (BIR) registration, obtain local government unit (LGU) permits, and outline your ongoing filing obligations.
Why Choose Ascentium Philippines
We incorporate companies in full compliance with the Revised Corporation Code, SEC requirements, and BIR regulations.
Your incorporation is handled by experienced corporate consultants based in the Philippines with direct SEC and BIR filing experience.
We coordinate Philippine structures with regional and global entities as needed, ensuring seamless integration and compliance across all levels.
Incorporated By Experts
Our Philippines incorporation services are provided by qualified corporate consultants with direct experience in SEC and government agency filings.
Our Other Corporate and Advisory Services
Corporate Secretarial Services
Ongoing statutory compliance, SEC filings and corporate housekeeping.
Payroll Services
Payroll administration, statutory contributions, and employment compliance.
Frequently Asked Questions (FAQs)
The Philippines offers a skilled, English-speaking workforce, strategic access to Southeast Asian markets, and government policies that support foreign investment.
Yes, in industries not listed on the Foreign Investment Negative List (FINL). Industries on the FINL are either partially or wholly reserved for Filipino nationals.
The Philippines offers a variety of business structures tailored to suit your industry, including Domestic Corporation, Sole Proprietorship, One Person Corporation (OPC), Branch Office, Representative Office, Regional Headquarters (RHQ), and Regional Operating Headquarters (ROHQ).
For export-market enterprises (60%+ revenue from overseas), the minimum paid-up capital is US$100. For domestic-market enterprises, generally, the minimum is US$200,000.
You will need identification documents, proof of address, valid lease contract, Articles of Incorporation, By-Laws and details of all directors, shareholders and ultimate beneficial owners (UBOs) for compliance and due diligence purposes.
A company must file Annual Financial Statements and General Information Sheet (GIS) with the SEC, comply with BIR tax filing requirements, meet local government unit (LGU) permit renewals and ensure your employees' government mandatory benefits.
We go beyond filing incorporation documents.
Ascentium pairs expert Philippine consultants with a global advisory platform. A dedicated specialist ensures your ownership structure, FINL implications, and regulatory needs are fully addressed.
We guarantee compliance with the Revised Corporation Code and provide ongoing statutory guidance from day one.
With technology ensuring accuracy and a team committed to delivery, you receive clear answers, reliable service, and compliance support that continue long after incorporation.
Insights & Resources
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