What are the Incorporation Requirements in the Philippines?

Stock Corporation

  • Name Verification Slip
  • Articles of Incorporation (AOI) and By-laws
  • Treasurer’s Affidavit
  • Notarized Bank Certificate of Deposit
  • Written Undertaking to Change Corporate Name by any Incorporator or Director
  • Clearance from other government agencies (if applicable)
  • Foreign Investment Application Form F – 100 (for subsidiaries of foreign corporations)
  • Proof of Inward Remittance by Non-Resident Aliens/Subscribers

Non-Stock Corporation

  • Name Verification Slip
  • Articles of Incorporation (AOI) and By-laws
  • Bank Certificate of Deposit of at least P1 million
  • Statement of willingness allowing the SEC to conduct an audit. (applicable if a Foundation is to be registered)
  • 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 in the concerned Register of Deeds and Certification that there is no existing similar corporation within the condominium (only for Condominium Corporations)
  • For neighborhood associations – certification from the Housing and Land Use Regulatory Board (HLURB) indicating that there is no other existing homeowners or similar associations in the community where the association is to be established

Foreign Corporation

  1. Stock Branch Office/Stock Representative Office/Non-stock Branch/Representative Office
  • Cover sheet
  • Name Verification Slip
  • Application Form
  • Authenticated copy of Board Resolution
  • Authenticated copy of the Articles of Incorporation/Partnership in English language or with English translation if documents are in foreign language
  • Financial Statements
  • Compliance with Financial Ratios
  • Notarized proof of inward remittance (i.e. Bank Certificate of inward remittance)
  • Affidavit of undertaking to change corporate name
  • Acceptance of appointment of resident agent (disregard if this is already stated in the application form)
  • Endorsement or clearance from appropriate government agencies, if applicable

Additional requirements for Non-stock Branch/Representative Office Foundation

  • A notarized Certificate of Bank Deposit of the amount not less than P1M
  • Statement of willingness allowing the SEC to conduct audit
  1. Regional/Area Headquarters and Regional/Area Operating Headquarters
  • Cover sheet
  • Name Verification Slip
  • Application Form
  • Authenticated certification from the Philippine Consulate/Philippine Embassy in the applicant’s home country stating that the said foreign company is a legal entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia Pacific region or other foreign markets.
  • Authenticated certification from the principal officer of the foreign company stating that the said foreign company was authorized by its board of directors to establish its RHQ/ROHQ in the Philippines
  • Affidavit of undertaking to change corporate name (disregard if this is already stated in the application form)
  • Endorsement of the Board of Investments
  • Endorsement or clearance from appropriate government agencies, if applicable

Partnership (General/Limited)

  • Name Verification Slip
  • 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

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Incorporation Options in the Philippines