Steps to incorporate a company in the Philippines

Since 2003, Healy Consultants Group assists multi-national clients with Filipino company incorporation including i) regulatory license approvals and ii) accounting and tax support and iii) multi-currency corporate bank account opening and iv) human resource solutions. This following section will help you understand the Philippines company incorporation process:

Preparatory step

1. Submission of company formation engagement document, engagement fee settlement and completion of the mandatory due diligence procedure. The company formation engagement document requests for information related to i) your proposed business activity in the Philippines ii) proposed company name and company type iii) paid-up share capital iv) foreign equity participation and v) operations license requirements.

Philippines company incorporation steps

1. The application for incorporation is commenced by the filing of the corporation’s articles of incorporation (AOI) and by-laws with the SEC. Through the SEC-ESPARC online platform, our team will reserve the company name and choose company type and industry classification. Special or secondary licenses may be required if the corporation is engaged in partly nationalized or restricted industries or as may be specifically required by the law.
2. Healy Consultants Group drafts the company i) By Laws ii) the Memorandum and Article of Incorporation and iii) Treasurer’s Affidavit for our client’s signature and email return to Healy Consultants’ Philippines company secretary. To prepare these documents, our client must supply us with a) details of shareholder and directors and b) the company address, purpose, fiscal year details and c) the company’s total term of existence and d) the company’s paid-up share capital structure.
3. Healy Consultants Group assists our client i) to open the temporary capital account with our client’s preferred local bank and ii) deposit the statutory minimum paid-up share capital and secure the Certificate of Deposit. To ensure a smooth company incorporation process, we prefer to open a bank account with the UnionBank of the Philippines.
4. Healy Consultants Group notarizes all the required documents, pays statutory fees, and submits all company incorporation documents to the Philippines SEC. Examples of these documents include board resolution, director’s certificate, secretary’s certificate, which must be authenticated or apostilled. Once advised by the SEC that the original Certificate of Incorporation is available, the stock and transfer book may be obtained at the same time from the SEC.
5. New corporations with more than 40% foreign equity are required to apply for authority to do business under the FIA by submitting the requisite SEC Application Form (SEC Form No. F-100) and declaring their percentage of foreign equity and intention to operate either a domestic market enterprise or an export market enterprise.
6. To obtain the barangay clearance, the following are generally required to be submitted (as these may differ from barangay to barangay): application form, SEC Certificate of Incorporation and approved Articles of Incorporation and By-laws, location plan/site map, and the lease agreement for the company’s office.
7. Obtain a business permit from the local government unit (LGU). This entails filing the necessary application form, payment of local taxes, permits (e.g., sanitary permits and fire permits), and other fees. The amount of fees and taxes varies per LGU and depends on the nature of the business.
8. With the Bureau of Internal Revenue (BIR): a) apply for a Tax Identification Number (TIN) and Certificate of Registration (COR), b) apply for authority to print receipts and/or invoices, and c) register books of account
9. Once the Certificate of Registration and Taxpayer Identification Number (TIN) are issued, Healy Consultants Group proceeds with securing i) Mayor’s permit, ii) Sanitary Permit iii) the Community Tax Certificate and iv) the Barangay clearance. During incorporation we need to declare at least 1 employee to complete the registration
10. Healy Consultants Group submits the application to secure Business permit from Mayor’s Municipality office.

Post-incorporation steps

1. Healy Consultants Group registers our clients’ company with the Social Security System (SSS), Philippines Health Insurance Company (PhilHealth) and Home Development Mutual Fund (HDMF). All business entities are required to register with the SSS, PHIC, HDMF, and the DOLE before they start operating, and to remit the mandatory contributions (both the employer’s and employee’s shares) to such agencies within the deadlines prescribed
2. Foreign investors may choose to register with an Investment Promotion Agency (“IPA”) and avail of the relevant incentives under the Corporate Recovery and Tax Incentives for Enterprises Act (“CREATE Act”) and other related laws. The CREATE Act attempts to rationalize and consolidate the grant of fiscal and nonfiscal incentives to foreign investors.
3. The Client engagement is now complete. Healy Consultants Group couriers to our client’s preferred international address, the complete company kit including i) original corporate documents ii) an unopened bank correspondence and iii) Client engagement feedback survey.