- Barangay clearance;
- Locational Clearance Prior to Business Permit.
- Lease Contract between the Lessor and the Lessee.
- Mayor's Permit registration of the building owner/landlord as a Real Estate Lessor, if leased. If not, Lease Contract between the Lessee and the Sub-Lessee with conformity of the Owner of the Building Administration. If owned, transfer Certificate of Title (TCT) or Tax Declaration (xerox copy).
- Articles of Incorporation or Partnership approved by S.E.C.
- Public Liability Insurance
- Residence Certificate
- Other Documents That May Be Required, such as the following:.
- National Food Authority (NFA) License in case of Dealer of Rice/Corn and Wheat.
- Bureau of Food and Drug Administration (BFAD) in case of Drugstores/Bakery.
- Accreditation Certificate issued by the DTI in case of Auto Repair Shop, Electronics, Radio and other Electrical Equipments.
- Custom Broker's License issued by the Custom Broker's Commission in case of Custom Brokerage Business.
- Real Estate Broker's License issued by the Department of Trade and Industry (DTI) in case of Real Estate Broker.
- Department of Labor and Employment (DOLE) in case of Local Manpower/Recruitment Agency.
- Philippine Overseas and Employment Agency (POEA) in case of Manning and Crewing Services.
- Central Bank Authority in case of Banking Institution.
- Pest Control License issued by Fertilizers and Insecticide in case of Pest Control Services.
- Videogram Permit issued by the Videogram Regulatory Board in case of Video Rental Services.
- Occupancy Permit and Ownership in case of Real Estate Lessor.
- Future Commodity Merchant/Broker's License issued by the Securities & Exchange Commission. For those engaged in the sale of commodities for future transactions as merchant/broker.
- PCSUCIA (National License) for those operating Security Agencies.
- Department of Environmental and natural Resources (DENR) clearance in case of Mining.
- LTFRB in case of Rent-A-Car and Transportation Services.
- License to Operate-Firearms & Explosive Units ( Camp Crame ).
- Department of Transportation & Communication (DOTC) in case of Messengerial and Courier Services.
- Energy Regulatory Board (ERB) in case of dealer of LPG.
- National Telecommunication Commission (NTC) in case of Telecommunications.
- Philippine Shippers' Bureau in case of Forwarder, and
- Other depending on the the nature of the business.
- Certificate of Increase of Capital Stock;
- Treasurer's Affidavit certifying the increase of capital stock, the amount subscribed and the amount received as payment thereto;
- List of stockholders as of date of meeting approving the increase, indicating their nationalities and their respective subscribed and paid-up capital on the present authorized capital stock certified by the corporate secretary;
- Amended Articles of Incorporation;
- Directors' certificate - A notarized document signed by majority of the directors and corporate secretary certifying the amendment of the articles of incorporation increasing the authorized capital stock, the votes of the directors and the stockholders thereto, and the date and place of the stockholders meeting;
- Audited financial statements as of the last fiscal year stamped received by BIR and SEC
- A report rendered by an independent CPA on the verification of the cash payment on subscription to the increase;
- Copy of the official receipt, deposit slip, bank statement/passbook
- Trial balance as of the end of the month immediately preceding the submission of the requirements, which includes the additional capital infusion, certified by the company accountant;
- Written waiver of pre-emptive rights by non-subscribing stockholders;
- On site verification
Note: Disregard item 8 if payment on subscription is already reflected in the audited financial statements (item 7 of the basic requirements), and said additional capital infusion is reflected in the Cash Flow Statement
- Duly accomplished SEC Form No. 10.1;
- Written Disclosure to Investors for the additional issuance;
- Duly executed Deed of Assignment of Advances;
- Special Audit Report on the verification of advances;
- List of Stockholders before and after the subscription;
- Latest Audited Financial Statement duly received by SEC and BIR;
- Board Resolution authorizing the issuance of unissued shares;
- Waiver of Rights for non-subscribing stockholders; and
- Trial Balance as of the cut-off period;
Unissued shares are those not yet originally subscribed shares of the corporation.
- Application Form
- Name Verification Slip
- Certified Copy o the Board Resolution authorizing the establishment of an office in the Philippines; designating the resident agent to whom summons and other legal processes may be served in behalf of the foreign corporation; and stipulating that in the absence of such agent or upon cessation of its business in the Philippines, may be served to SEC any summons or legal processes as it the same is made upon the corporation at its home office.
- Financial statements for the immediate preceding year at the time of filing of the application, certified by an independent Certified Public Accountant at the home office.
- Certified copies of the Articles of Incorporation with an English translation thereof in a foreign language.
- Proof of inward remittance in the amount o US$30,000.
- Resident’s Agent acceptance of Appointment (not necessary I agent is the signatory in the application form)
- Affidavit executed by the President or Resident Agent stating that the applicant is solvent and in sound condition.
- BIR Certificate Authorizing Registration (CAR);
- Deed of Absolute Sale/Assignment/Conveyance duly annotated by the BIR;
- Original Copy of Condo. Certificate of Title (CCT);
- Certifified True Copy of Tax Declarations;
- Tax Clearance from the City Treasurer's Office (real property tax for the whole year must have been fully paid, and transfer tax of not more than 1% of consideration must have been paid also within 60 days from date of notarial of the Deed);
- Certification from the City Treasurer's Office;
- Certificate of no outstanding liability from the Condo Corp.;
- Registration fee of 45% of 1% of the market value of the condominium; and,
- Documentary Stamp Tax worth P25.00
Process takes a week from submission of complete documents. Please send mail to firstname.lastname@example.org if you need assistance.
- Certified Copy of the Articles and By-laws duly approved by the SEC either by SEC or by the Corporate Secretary;
- SSS registration form;
- SSS specimen signature card;
- SSS authorization form signed by any director/incorporator authorizing an employee for the subsequent dealings with the SSS; and,
- Lease contract, if any.
- Application for registration (click sample BIR Form No. 1903) properly filled out with necessary details and tax types to be enrolled upon, and signed by the authorized personnel;
- Copy of Articles of Incorporation and By-laws duly approved by the SEC;
- Copy of the lease contract for the office space;
- Payment of the annual registration fee of P500.00;
- Payment of the documentary stamp tax (DST) of P1.00 per P200 par value or fractional part of the subscribed capitalization in the Articles. Payment should be made within 5 days of the month following the month of SEC approval of Articles, otherwise, penalties would be imposed.
- Documentary stamp sold at P25.00
- BIR Certificate of Registration; and
- Ask for BIR poster.
Certain reportorial requirements will be required to be filed by virtue of the registration like the VAT/OPT returns, income tax returns, annual registration fee for every year thereafter, audited financial statements, if any, and other reports.
Before in can do any legitimate operations in the Philippines, it needs to secure a license to do business in the Philippines with the Securities and Exchange Commission (SEC). Upon such license, it will be authorized to conduct business similar to a corporation and with such powers and attributes provided by law. It is likewise required to secure a Mayor's permit with the local government (LGU) of location and register with other government bodies like, Bureau of Internal Revenue (BIR), Social Security System (SSS), Home Development Mutual Fund (HDMF 0r Pag-ibig), and Philippine Health insurance Corporation (PHIC).
If you intend to register one, hereunder are the basic requirements with the SEC:
a. Appointing a Resident Agent , a Filipino citizen residing in the country who shall be authorized to receive summons and communications relative to any legal process with the SEC and other government agencies in the Philippines in behalf of the corporation;
b. Make available the following documents:
- Consularized copy of the board resolution authorizing the establishment of the branch in the Philippines, appointing a resident agent, and authorizing the opening of a treasurer's in trust account for the capitalization;
- Copy of the audited financial statements of the preceding year certified by an independent certified public accountant in the home country; and,
- Consularized copy of the Articles of Incorporation/Registration of the parent company abroad certified by the issuing agency abroad and with English translation if in non-English language.
c. Name reservation with the SEC system. Name is usually the name abroad with the added phrase "Philippine Branch" and shall be reserved with the SEC reservation system upon payment of PhP30.00 per month;
d. SEC Form No. F-103. Resident agent may fill out and sign this document, otherwise, a Resident Agent will have to execute a confirmation of its appointment as Resident Agent; and
e. Certificate of Inward Remittance and the Certificate of Bank Deposit from the depository bank.
For more details and information, you may need an assistance of a consultant such as a lawyer or para-legal who is equipped not only with the procedural aspects, but with the technical know-how of the internal features of the required documents.
Your business is required to be registered with the BIR for purposes of paying related internal revenue taxes applicable to your industry and transactions. You shall likewise be required to register your books of accounts, either or both computerized and manual, official receipts and invoices, and will be required to comply with some reportorial requirements from time to time by virtue of the registration therewith.
Along the operations of your business, it is with the BIR that you may undergo refund of taxes or for issuance of tax credit certificates, defend against tax assessments, and apply for dissolution in case you decide to terminate with your business.
For more details, you may right-click and open in new tab the BIR website here.
By virtue of the above, SEC exercises jurisdiction and supervision over all corporations, partnerships or associations who are grantees of primary franchises and/or license or permit issued by the government. Accordingly, it registers corporations, whether domestic or foreign intending to do business in the country, partnerships, and other corporations such as the following:
- Domestic corporations, whether stock or non-stock,
- Philippine subsidiary of foreign corporations;
- Philippine branch of foreign corporations;
- Representative office of foreign corporations;
- Regional operating headquarters of multinational corporations;
- Regional area headquarters of multinational corporations;
- Partnerships, domestic or foreign, and
- Other associations
- Amendments of the above registrations;
- Change of names;
- Increase or decrease of capitalization;
- Dividend declarations ,e.g. stock, cash, property and others;
- Mergers and consolidations;
- Registration of securities, whether proprietary or non-proprietary;
- Issuance of financial instruments;
- Corporate dissolution and cancellation registrations;
In order to help you develop an idea and guide you with this varying registrations and applications, this site is being developed. This site will be dealing with registration requirements, procedures, overview of registrations with the following government agencies in the Philippines:
- Securities and exchange Commission (SEC)
- Central Bank of the Philippines or Bangko Sentral ng Pilipinas (BSP)
- Bureau of Internal Revenue (BIR)
- Board of Investments (BOI)
- Department of Trade and Industry (DTI)
- Intellectual Property Office (IPO)
- Department of Labor and Employment (DOLE)
- Bureau of Customs (BoC)
- Bureau of Immigration (BI)
- Metro Manila Local Government Units (LGUs)
- Housing & Land Use Regulatory Board (HLURB)
- Philippine Stock Exchange (PSE)
- Cooperative Development Authority (CDA)
Instead of going through the public websites of each of the above, this site will simply provide you with the basic requirements and overview needed for your purpose. Nevertheless, if you need an extensive information about the nature of their public function, duties and responsibilities, and other matters, then, you may do so with the links from this site. Simply right-click on the link and open in new tax or window.