Philippines company help: answers by topic

Anything signed or issued abroad that the SEC relies on, such as a foreign shareholder's corporate documents, board resolutions or powers of attorney. They are notarised where signed and then apostilled, because the Philippines has applied the Apostille Convention since 14 May 2019. Documents from a country outside the Convention go through consular legalisation instead.

Certification and apostille

Source: Status table: Apostille Convention, Hague Conference on Private International Law (HCCH)

The name is verified and reserved online with the SEC before the articles are filed. It must not be identical or confusingly similar to an existing name, and it usually ends with “Corporation”, “Corp.”, “Incorporated” or “Inc.”; a One Person Corporation ends with “OPC”. We check your choices and reserve the best one.

Source: Republic Act No. 11232, Revised Corporation Code of the Philippines, Official Gazette of the Republic of the Philippines

No. The capital is the company's own money, remitted to a Philippine bank and used to run the business. Our package price covers the set-up work and standard registration fees. Foreign-owned companies selling to the local market may need a much higher capital amount, so we confirm it before you pay.

Philippines company guide

Source: Implementing Rules and Regulations of Republic Act No. 11647, Supreme Court E-Library

By bank transfer from abroad into an account opened for the company in formation, so the bank can issue a certificate of deposit for the SEC filing. Keep the inward remittance records: they are needed to register the investment with the central bank, which matters when you later send profits or capital back out (confirm with your specialist).

Business account support

Source: Bangko Sentral ng Pilipinas: foreign investment registration, Bangko Sentral ng Pilipinas

A certificate of registration for its tax types, registered books of account, and approved invoices or an e-invoicing system before it issues its first sale. It then files monthly and quarterly returns from the first period, even with no sales. Late or missing returns carry penalties, so appoint an accountant early.

Accounting and tax filing

Source: Penalties for late filing of tax returns, Bureau of Internal Revenue, Philippines

The Starter package for a domestic stock corporation is US$2,599 for the first year. From year 2 the renewal is US$2,339 a year, which covers the corporate services in your package and your compliance calendar. The audit, bookkeeping, monthly and quarterly tax filings and resident officers are quoted separately, because they depend on your activity and headcount.

All prices by country

The SEC certificate, articles and by-laws, the latest General Information Sheet, a secretary's certificate naming the signatories, and identity documents for directors, officers and main shareholders. Some banks also want the mayor's permit and BIR registration. The bank decides; we prepare the file.

Business account support

The SEC charges a fine that depends on the company's paid-up capital and how many times it has been late, plus an amount for each month of delay. Repeated failures can lead to the company being declared delinquent and its registration revoked. We track both dates as part of your renewal.

Company renewal

Source: SEC MC No. 06, series of 2024: updated fines for late AFS and GIS, Securities and Exchange Commission, Philippines

Corporate income tax at 25%, or 20% for corporations with taxable income of up to PHP 5,000,000 and assets of up to PHP 100,000,000. VAT is 12%, and withholding taxes apply to salaries, dividends and many payments.

Directors are elected by the shareholders and officers by the board, and the company reports the election to the SEC within 30 days. The residence and citizenship rules still apply after the change, including a Filipino resident corporate secretary. We prepare the minutes and the updated filing.

Corporate changes

Source: Republic Act No. 11232, Revised Corporation Code of the Philippines, Official Gazette of the Republic of the Philippines

The renewal of US$2,339 on Starter covers the corporate services in your package for the year and your compliance calendar. The audit, bookkeeping, monthly BIR filings and resident officers are quoted separately, because they depend on your activity and headcount.

Company renewal

The board and shareholders approve the dissolution, the company closes its BIR registration and obtains a tax clearance, and the SEC then approves the dissolution under its 2022 guidelines. Local permits are cancelled too. The BIR step usually takes longest, so start it early.

Company closure

Source: MC No. 05 s. 2022: guidelines on corporate dissolution, Securities and Exchange Commission, Philippines