How to Register a Corporation in the Philippines (2026 Step-by-Step Guide)

Registering a corporation in the Philippines is a formal legal process that creates a separate juridical entity, distinct from its owners, officers, and shareholders. This legal separation affects liability exposure, contractual capacity, taxation, governance, and regulatory compliance.

This 2026 guide provides a comprehensive, step-by-step explanation of how to register a domestic corporation in the Philippines, integrating current statutory requirements under the Revised Corporation Code, practical compliance considerations, and relevant jurisprudence.

Who Should Use This Guide

This guide is intended for:

1. Entrepreneurs planning to incorporate a business in the Philippines
2. Startups and SMEs transitioning from sole proprietorships or informal operations
3. Family-owned or closely held corporations
4. Businesses with foreign shareholders (subject to equity restrictions)
5. Professionals and investors establishing holding or operating companies

What Is a Corporation Under Philippine Law?

Under the Revised Corporation Code of the Philippines , a corporation is defined as:

“An artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incidental to its existence.”

When Corporate Personality Begins

A corporation does not exist upon filing of documents alone.

Corporate existence begins only upon issuance by the Securities and Exchange Commission (SEC) of the Certificate of Incorporation.

This rule is critical for determining liability, contract enforceability, taxation, and governance, as affirmed in Loyola Grand Villas Homeowners Association, Inc. v. Court of Appeals, G.R. No. 117188. August 07, 1997.

Step-by-Step Process to Register a Corporation in the Philippines

Step 1: Determine the Appropriate Corporate Structure

Before SEC filing, incorporators must determine:

• Number of shareholders
  (as few as one for a One Person Corporation)
• Type of corporation:
  • Regular corporation
  • One Person Corporation (OPC)
• Authorized capital stock and share structure
• Whether foreign ownership is involved (subject to constitutional and statutory limitations)

Legal Basis:
The Revised Corporation Code removed the previous minimum of five incorporators and the 50-year corporate term limit, modernizing Philippine corporate law (Ago Realty and Development Corp. v. Ago, G.R. No. 210906. October 16, 2019).

Practical Tip:
Errors in share allocation, voting rights, or control provisions often require costly amendments after registration.

Step 2: Reserve and Verify the Corporate Name with the SEC

The proposed corporate name must be submitted through the SEC’s online registration system.

The name must be:

1. Distinguishable from existing entities
2. Not misleading
3. Compliant with SEC naming regulations

Legal Basis:
The corporate name is a mandatory element of the Articles of Incorporation (Revised Corporation Code, Sec. 13).

The SEC processes corporate name reservation and incorporation filings through its online portal, SEC eSPARC, which allows electronic submission, monitoring, and approval of registration documents.

http://esparc.sec.gov.ph/application

Step 3: Prepare the Incorporation Documents

Core SEC Requirements

1. Articles of Incorporation
   Must state:
   • Corporate name
   • Purpose(s)
   • Principal office address
   • Term
   • Incorporators and directors/trustees
   • Capital structure
     (Revised Corporation Code, Sec. 13)
2. By-Laws
   Required for all corporations except OPCs.
   Must be submitted within one month from SEC notice of incorporation.
3. Treasurer’s Affidavit
   Certifies subscription and payment of capital.
4. List of Directors, Officers, and Shareholders

Jurisprudence Note:
Failure to submit by-laws does not automatically dissolve the corporation, but may result in suspension or revocation after due process (Loyola Grand Villas, supra).

Step 4: File with the SEC and Secure the Certificate of Incorporation

Upon submission of complete documents and payment of fees, the SEC evaluates compliance and, if satisfied, issues the Certificate of Incorporation.

“A private corporation commences to have corporate existence and juridical personality from the date the SEC issues a certificate of incorporation under its official seal.”
— Loyola Grand Villas Homeowners v. CA, supra.

Step 5: Open a Corporate Bank Account and Deposit Capital

After SEC registration:

• Open a corporate bank account
• Deposit the required paid-up capital
• Submit board resolutions and identification documents

For corporations with foreign shareholders, proof of inward remittance may be required.

Step 6: Register with the Bureau of Internal Revenue (BIR)Corporations must accomplish BIR Form 1903, which is the prescribed application for registration of corporations and other juridical entities with the Bureau of Internal Revenue.

Upon approval, the BIR issues the Certificate of Registration (BIR Form 2303), which authorizes the corporation to operate and comply with Philippine tax requirements.

BIR registration includes:

• Issuance of the Certificate of Registration (COR)
• Registration of books of accounts
• Authority to Print Official Receipts (ORs)

The corporation must also secure an Authority to Print Official Receipts (BIR Form 1906) or register its official receipts through the BIR’s approved electronic system.

• Issuance of the corporate Tax Identification Number (TIN)

Failure to register with the BIR may result in penalties even if operations have not yet commenced.

Step 7: Secure Local Government Permits

Obtain from the relevant LGU:

• Barangay Clearance
• Mayor’s Permit
• Business Permit

Note:
Requirements vary by locality and are often stricter in central business districts.

Step 8: Register with Other Government Agencies (If Applicable)

Most corporations must also register with:

• Social Security System (SSS)
• PhilHealth
• Pag-IBIG Fund

Additional registrations may apply depending on industry.

Common Mistakes in Corporate Registration

1. Incorrect capital structure or share allocation
2. Misalignment between ownership and control
3. Ignoring foreign equity restrictions
4. Assuming corporate existence before SEC issuance
5. Poorly drafted by-laws leading to governance disputes

Do You Need a Lawyer to Register a Corporation?

A lawyer is not legally required, but legal assistance is strongly advisable when:

• There are multiple shareholders
• Foreign ownership is involved
• The corporation will enter into major contracts
• The business operates in a regulated industry

Reason:
Incorporation documents are risk-allocation instruments, not mere compliance forms.

Final Note

Registering a corporation in the Philippines is a foundational legal step. Proper structuring at incorporation protects owners, facilitates growth, and minimizes future disputes. Errors made at this stage often surface later—when correction is more expensive and disruptive.

Frequently Asked Questions (FAQ)