Choosing the Vehicle
Sole proprietorship, partnership, regular corporation, or One Person Corporation — we advise on liability, tax, and control consequences before anything is filed.
Corporate & Commercial
The structure you choose on day one follows your business for years. We register companies properly — the right vehicle, the complete registration chain, and a structure that won't need fixing later.
Overview
Starting a business in the Philippines begins with choosing the right vehicle: a sole proprietorship registered with the DTI, a partnership or corporation registered with the SEC, or — for solo founders who want limited liability — a One Person Corporation under the Revised Corporation Code. Each carries different consequences for liability, taxation, capital raising, and control, and the choice deserves legal advice, not guesswork.
Registration does not end with the SEC or DTI certificate. The full chain runs through BIR registration, barangay clearance and the local business permit, and employer registrations with the SSS, PhilHealth, and Pag-IBIG — plus secondary licenses where the industry requires them, such as AMLC registration for covered businesses and PCAB licensing for contractors. For foreign investors, the Foreign Investments Act and the negative list determine how much of the business foreigners may own, and the structure must be built lawfully around those limits from the outset.
Incorporation packages abound, but a defective structure — wrong vehicle, non-compliant foreign equity, badly drafted articles and by-laws — costs far more to fix than to avoid. As part of our corporate and commercial practice, we handle incorporation as lawyers: we draft the documents to fit your actual plans, complete every registration, and then keep the company compliant — annual General Information Sheets, audited financial statements, and books of account — for years after.
Scope of Work
Sole proprietorship, partnership, regular corporation, or One Person Corporation — we advise on liability, tax, and control consequences before anything is filed.
Name reservation, articles of incorporation and by-laws drafted to fit your business, and registration with the SEC — or DTI business name registration for sole proprietors.
Tax identification, registration of books of account, and authority to issue receipts and invoices — so the business can lawfully bill from day one.
Barangay clearance, mayor's or business permit, and employer registrations with the SSS, PhilHealth, and Pag-IBIG before the first hire.
Advice under the Foreign Investments Act and the negative list — how much foreigners may own in your industry, and how to structure the investment lawfully.
Annual General Information Sheets, audited financial statements, corporate housekeeping, and amendments as the business grows and changes.
Common Questions
It depends on your risk, capital, and plans. A sole proprietorship, registered with the DTI, is the simplest and cheapest to set up — but you and the business are legally one, so your personal assets answer for business debts. A corporation, registered with the SEC, is a separate juridical person: liability is generally limited to your investment, ownership can be shared or transferred, and the structure is what investors, banks, and larger clients expect. Many businesses start as sole proprietorships and incorporate as they grow, but if the business carries real liability exposure, incorporating from the start is usually the wiser move.
The One Person Corporation, introduced by the Revised Corporation Code, is a corporation with a single stockholder — no board, no co-incorporators required. It gives a solo entrepreneur the limited liability of a corporation without needing nominee shareholders, and it has no minimum capital requirement unless a special law provides one. The single stockholder must designate a nominee and alternate nominee to take over in case of death or incapacity, and the OPC has its own reporting requirements. It is often the best of both worlds for a single-owner business that wants asset protection.
In many industries, yes — up to 100% in activities open to foreign investment under the Foreign Investments Act. But certain activities are reserved wholly or partly for Filipinos under the Constitution and the Foreign Investment Negative List, and others carry minimum capital requirements for foreign-owned enterprises. Getting the structure wrong is dangerous: arrangements that disguise foreign ownership in restricted activities can expose the parties to serious liability under the Anti-Dummy Law. We advise foreign investors on what is genuinely allowed and structure the investment lawfully from the start.
SEC registration is only the first link in the chain. The company must then register with the BIR to obtain its tax identification, register its books of account, and secure authority to issue receipts and invoices; obtain a barangay clearance and mayor's or business permit from the local government where it operates; and register as an employer with the SSS, PhilHealth, and Pag-IBIG before hiring. Depending on the industry, secondary licenses may also be required. A business is not fully operational — or fully legal — until the entire chain is complete.
Corporations must file a General Information Sheet and audited financial statements with the SEC every year, alongside their tax filings with the BIR. Missing these filings accumulates monetary penalties that grow with each year of non-compliance, and a corporation that fails to file for several consecutive years risks being placed under delinquent status — and ultimately having its certificate of registration revoked. Reinstating a delinquent corporation is far more expensive than staying compliant. We keep our retainer clients' filings current so the problem never arises.
Work With Us
Reach us via Call, Viber, or WhatsApp at 0917-187-1951 to discuss the right structure and a complete registration for your business.
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