BUSINESS REGISTRATION AND OTHER LEGAL REQUIREMENTS OF EACH

FORM OF BUSINESS ORGANIZATION IN THE PHILIPPINES

1. SOLE PROPRIETORHSIP
- Since the law treats the owner and the business as the same, the sole proprietor only
needs to register his or her name with the Department of Trade and Industry (DTI)
and secure local licenses and permits to commence business operations.

Here’s a step-by-step process for registering a sole proprietorship in the Philippines:

a.) Register a business name with DTI to acquire a DTI Certificate of Registration;

b.) Register with the Barangay Office where the business is going to be located to acquire
a Barangay Certificate of Business Registration;

c.) Register with the Mayor’s Office to acquire a Mayor’s Permit; and

d.) Register with the Bureau of Internal Revenue (BIR) to acquire a Certificate of
Registration.

2. PARTNERSHIP

-Business registration is a crucial step while setting up a business. Depending on the size
of your company, the whole registration process can either be short and simple or long
and tedious. Company registration in the Philippines is not a tedious process if the
investor is aware of the various regulations related to the same. To register your
partnership firm in the Philippines, here’s a guide that will help you understand the
process clearly.

HOW TO REGISTER A PARTNERSHIP COMPANY IN THE PHILIPPINES?

a.) Register Your Business Name at the Securities and Exchange Commission (SEC)

If you are registering a corporation or a partnership firm, then you have to register your
company name at the SEC. It is the government agency responsible for the securities law
and regulating the securities industry in the Philippines. After registering, you must
secure a Certificate of Registration from the SEC in order to have the license to operate a
business.

b.) Obtain a Barangay Clearance

In the Philippines, all the businesses must obtain a Barangay Clearance from any local
Barangay office where the business is located. A clearance will assure that your business
is a community friendly establishment and conforms to the standards of the Barangay.
c.) Register with the Social Security System (SSS)

Companies who hire employees must register their business and employees with the SSS.
Registering your employee with the SSS ensures that, as an employer, you are lawfully
remitting your employer’s contribution to the agency for the benefits of your employees.
Not registering your employees with the SSS is regarded as violating the Social Security
Law.

d.) Obtain Permit from the Mayor’s Office

After securing Certificate of Registration, Certificate of Barangay Clearance and

registration with the SSS, the next step is to register and obtain a permit from the local
Municipality closer to your office. The permit affirms that your business is compliant
with the municipality or city’s ordinances and standards such as sanitary, fire and safety
and other clearances.

e.) Register Your Business with the Bureau of Internal Revenue (BIR)

A Certificate of Mayor’s Permit must be submitted prior to the issuance of the BIR
Certificate of Registration. Registering with the BIR will give you an authorization to
print official receipts, register books of accounts and obtain a separate Tax Identification
Number (for partnerships and corporations). BIR registration fee is 500 pesos annually.

DOCUMENTS REQUIRED TO SET UP A PARTNERSHIP IN THE PHILIPPINES

BASIC REQUIREMENTS
- Name Verification Slip
- Articles of Partnership (AP)
- Joint Affidavit of two partners to change partnership name (not required if already
stated in AP)
- Registration of data-sheet
- Certificate of Bank Deposit
- Name of the partnership
- Principal office address
- The contact number of the partner
- Name, citizenship, address, birthday and Taxpayer Identification Number (TIN) of
the partners
- Capital contribution of the partners
- Purpose of the partnership
ADDITIONAL REQUIREMENTS
- Endorsement/clearance from other government agencies, if applicable
 - For partnership with a foreign national as a partner (FIA Form - 105)

3. CORPORATION

STEPS TO LEGALLY REGISTER AND OPERATE A BUSINESS IN THE

PHILIPPINES

a.) Secure Business Name with the Securities and Exchange Commission (SEC)

The first step is to register your preferred corporate name with the SEC while our lawyers
work on the company’s articles of incorporation and by-laws. Once the AOI and By-laws
are drafted, you may open the TITF account with your preferred bank.

b.) Open Corporate Bank Account

Companies applying for incorporation must open a TITF account with its preferred bank.
The TITF account will serve as the temporary depository account of the required paid-up
capital of the corporation. The basic requirements for the opening of a TITF account
include the proposed articles of incorporation and by-laws, account opening forms with
the specimen signature card to be accomplished by the treasurer-in-trust, valid
identification cards of the treasurer-in-trust, and the minimum deposit required by the
bank which ranges from P10,000.00 to P50,000.00 depending on bank. The bank will
issue a certificate of deposit which is among the documentary requirements to be
submitted to the SEC.

c.) Register with the Securities and Exchange Commission (SEC)

Once a bank certificate of deposit is issued, and provided the following documentary
requirements are complete, the application for registration may be submitted to the SEC:

- Name Reservation and Payment Form

- Notarized Articles of Incorporation and By-laws
- Treasurer’s Affidavit
- Bank Certificate of Deposit or Proof of Inward Remittance
- Duly accomplished SEC Form F-100 (for corporations with more than 40% foreign
equity)
- SEC registration takes 10 to 15 working days upon submission of complete
documentary requirements, provided there are no holidays during this time period.

d.) Register with the Bureau of Internal Revenue (BIR)

After SEC registration, a company must obtain a taxpayer identification number (TIN),
register its books of accounts, and apply for authority to print official receipts from the
Bureau of Internal Revenue (BIR), the national taxing authority in the Philippines.

e.) Register with the Social Security System (SSS)

All companies must be registered with the SSS and must secure an employer number
which will be used as reference for the remittance of monthly contributions. To register
with the SSS, the following documents have to be submitted:

- Employer Registration Form (R-1)

- Employment Report Form (R-1A)
- SEC Registration, Articles of Incorporation, and By-laws

f.) Register with PhilHealth

PhilHealth is a medical insurance program administered by the Philippine Health

Insurance Corporation (PHIC). All employers are required to register their employees
with this agency as stated in the New National Health Insurance Act (RA 7875 / RA
9241). To register with PhilHealth, the following documents are required:

- Employer Data Record (ER1)

- Report of Employee-Members (ER2)
- SEC Registration, Articles of Incorporation, and By-laws

g.) Register with Pag-IBIG

Pag-IBIG Fund is also known as the Home Development Mutual Fund (HDMF), a
housing loan which is mandatory for all employees covered by the Social Security
System (SSS). The Pag-IBIG Fund also provides other types of loans for qualified
individuals.

h.) Obtain a Mayor’s or Business Permit

The following documents are required to secure a business permit:

- SEC Registration, Articles of Incorporation, and By-laws

- Locational Clearance
- Lease Contract
- Barangay Clearance
- Barangay Clearance

This clearance is obtained from the Barangay where the business/company is located.
The fees depend on the company’s paid-up capital plus an additional amount for taxes,
fees, and other charges which may vary for each barangay. The basic document required
is the notarized lease contract between the company and the lessor of its registered office.

- Locational Clearance

The following documents are required to secure a locational clearance:

- Location Map
- Barangay Clearance
- Lease Contract
- SEC Registration Documents
- Occupancy Permit (Building/Unit)
- Business Permit Application Form