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Incorporation Requirements
Incorporation Requirements

Company Formation in the Philippines: Documentary Requirements for Company Incorporation

Local and foreign entities seeking to establish a business in the Philippines are required to submit documents to the Securities and Exchange Commission (SEC) to secure a Certificate of Incorporation, a document that grants juridical existence to an enterprise and allows it to legally engage in business in the Philippines.

The documentary requirements for incorporation should be filed with the SEC – the processing timeline of which depends on the nature of business, list of proposed business activities, ownership structure (percentage of Filipino and foreign ownership), paid-up capital, licenses and permits from special government units (if looking to engage in a regulated industry), and other such purposes.

Provided that all documents are submitted and all supporting information are placed in order, applications for registration of new corporations/partnerships with the SEC are usually processed within seven (7) days from the date of filing.

Stock Corporations

Types:

  • Domestic Corporation (organized under Philippine Laws)
    • 100% Filipino-owned
    • 60% Filipino-owned and 40% Foreign-owned
    • 40.01% to 100% Foreign-owned (subject to certain provisions under Foreign Investments Act)
Required Documents for Incorporation of a Stock Corporation
  • Articles of Incorporation and By-Laws
  • Treasurer’s Affidavit (upon SEC’s request)
  • Notarized Bank Certificate of Deposit (notarized in place where bank is located and required only upon SEC’s request)
  • Endorsement or Clearance from other government agencies (if company will engage in a regulated industry)
  • Foreign Investment Application Form F-100 (for subsidiaries of foreign corporations)
  • Proof of Inward Remittance by Non-Resident Aliens/Subscribers 

Foreign corporations, having been incorporated in their country of origin, are no longer required to undergo the incorporation process. Instead, they are required to secure a License to Operate from the SEC to be able to set up operations in the Philippines.

Required Documents for a Foreign Corporation to Obtain a License to Operate

(in addition to the documents for incorporation listed above)

  • Foreign Investment Application Forms
    • Form F-103 – Branch Office
    • Form F-104 – Representative Office
    • Form F-108 – Branch/Representative Office of a Non-Stock Foreign Corporation
    • Application Form for Regional Headquarters (RHQ) / Regional Operating Headquarters (ROHQ)
  • Proof of Inward Remittance by parent company (except for Branch/Representative Office of Non-Stock Foreign Corporations)
  • Authenticated Board Resolution authorizing establishment of office in the Philippines
  • Latest Financial Statements of Applicant (certified by an independent Certified Public Accountant (CPA) in home country and authenticated by the Philippine consulate/embassy)
  • Certified Copies of the Articles of Incorporation and By-Laws (of the parent company abroad)
  • Acceptance of Appointment of Resident Agent (if resident agent is not the signatory of the application form)
  • Affidavit executed by the President or Resident Agent stating that the foreign corporation is solvent and sound in its financial condition
  • Authenticated Certification that foreign corporation is engaged in international trade with affiliates, subsidiaries or branch offices in the Asia-Pacific region and other areas (only for RHQ and ROHQ)
  • Authenticated Certification from principal office of foreign entity that it was authorized by its Board of Directors or governing body to establish RHQ or ROHQ in the Philippines (only for RHQ and ROHQ)

Non-Stock Corporations

Required Documents for Incorporation of a Non-Stock Corporation

  • Name Verification Slip (through SEC’s website or at the Name Verification Unit at SEC’s office building)
  • Articles of Incorporation and By-Laws
  • Bank Certificate of Deposit of at least Php 1 million, and a Statement of Willingness to allow the Commission to conduct an audit (only applicable for registering a Foundation)
  • Written Undertaking to Change Corporate Name by any Trustee
  • List of members and amount contributed certified by the Secretary and Treasurer
  • Copy of the Certificate of election or letter of appointment of a bishop, rabbi, presiding priest, etc. (only for Corporation Sole)
  • Master Deed duly entered under the primary entry of the concerned Register of Deeds and Certification that there is no existing similar corporation within the condominium (only for Condominium Corporations)
  • Certification from the Housing and Land Use Regulatory Board (HLURB) that there is no other existing homeowners or similar associations in the community where the association is to be established (only for Neighborhood Associations)

Partnerships

Required Documents for Incorporation of a Partnership

  • Name Verification Slip (through SEC’s website or at the Name Verification Unit at SEC’s office building)
  • Articles of Partnership (for Limited Partnerships, this should be executed under oath “JURAT”)
  • Written Undertaking to Change Corporate Name by any Partner
  • Form F-105 for partnerships with Foreign Equity
  • Proof of Inward Remittance by foreign partners