How to Register a Corporation in the Philippines: A Step-by-Step Guide for 2026
Setting up a corporation in the Philippines is one of the most significant legal and business decisions an entrepreneur can make. Under the Revised Corporation Code of the Philippines (Republic Act No. 11232), the process has been modernized — but it still requires careful compliance with several government agencies. Here's what you need to know.
Step 1: Verify Your Business Name with the SEC
Before anything else, you need to reserve your proposed corporate name with the Securities and Exchange Commission (SEC). The name must not be identical or deceptively similar to an existing registered entity. You can do this online through the SEC's Company Registration System (CRS).
Tip from our CPA-Lawyers: If you plan to include descriptive words like "International," "Holdings," or "Group," expect additional scrutiny and requirements. Always consult a lawyer before finalizing your name.
Step 2: Prepare Your Articles of Incorporation and By-Laws
The Articles of Incorporation is the foundational document of your corporation. It must contain:
- Corporate name and principal office address
- Purpose/s of the corporation
- Names, nationalities, and residences of the incorporators
- Number and par value of shares, including authorized capital stock
- Names of the directors or trustees
- Name of the treasurer-in-trust and certification of subscription
Under RA 11232, you no longer need a minimum of 5 incorporators — a single person can form an OPC (One Person Corporation). This is a major reform that benefits solo entrepreneurs.
Step 3: Subscribe and Pay the Required Capital
At least 25% of the authorized capital stock must be subscribed, and at least 25% of the subscribed capital must be paid up at the time of incorporation. The treasurer-in-trust must certify the receipt of these subscriptions.
Step 4: File with the SEC
Submit your Articles of Incorporation, By-Laws, and other required documents (treasurer's affidavit, bank certificate of deposit, etc.) to the SEC. The SEC charges filing fees based on your authorized capital stock. Processing time through the SEC's online system typically takes 1–3 business days for complete and correct submissions.
Step 5: Obtain Your BIR Certificate of Registration
Once you have your SEC Certificate of Incorporation, proceed to the Bureau of Internal Revenue (BIR) Revenue District Office (RDO) with jurisdiction over your principal office. Register your TIN, business type, and books of accounts. This is where your tax obligations formally begin.
Important: As a corporation, you are subject to the 25% Corporate Income Tax (CIT) under the CREATE Act (RA 11534), or 20% if your net taxable income does not exceed ₱5 million and total assets do not exceed ₱100 million.
Step 6: Secure Local Government Permits
Register with the Local Government Unit (LGU) where your principal office is located. You will need a Barangay Clearance, Mayor's Business Permit, and Zoning Clearance (if applicable).
Step 7: Register with SSS, PhilHealth, and Pag-IBIG
As an employer, you are required to register with the Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (Pag-IBIG / HDMF) before hiring any employees.
Why Work With a CPA-Lawyer?
Corporate registration involves both legal compliance and tax structuring. At Quimson Seebok & Partners Law Office, all our partners are dual-licensed CPA-Lawyers — meaning we can advise you not just on the legal requirements of incorporation, but also on the most tax-efficient capital structure, the right choice between a stock corporation and an OPC, and your ongoing compliance obligations.
Getting it right from the start avoids costly amendments and penalties later. Book a consultation with our team today.