2. What are the different requirements to operate a business on each of the structures?

● Sole Proprietorship

Must fulfill the following criteria to establish a sole proprietorship:

❖ Be a single owner of the business
❖ Have a Special Investor's Resident Visa
❖ Be the sole beneficiary liable to responsibilities, profits, and losses.
Note: The sector you operate in should not have foreign equity restrictions
Must register at these three different government agencies:
❖ The Department of Trade and Industry
❖ Local Government Unit
❖ Bureau of Internal Revenue

Must submit the following documents

❖ Business Name application form
❖ Foreign Investor's application form
❖ Passport size photos
❖ Biodata
❖ Valid visa
❖ Certificate of Authority to Engage in Business
❖ Government-issued ID such as passport, driver's license, National ID
❖ Resident Agent Appointment form
❖ Proof of inward remittance of Foreign Currency with Peso Conversion
❖ Bank certificate of deposit
❖ Authority to verify bank account and bank certificate of deposit
Other criterias include:
❖ All businesses must secure a mayor's permit or municipal license from the
city (where the business is located) to ensure compliance with local
regulations.
 ❖ After incorporating a sole proprietorship in the Philippines, if you plan to
hire more employees in the future, you must register your business with:
❖ Social Security System
❖ Home Development Mutual Fund
❖ Philippine Health Insurance Corporation
❖ You must register with the appropriate regulatory bodies according to the
nature of your business/product.

● Partnership

To Register a Partnership Company:

❖ Partnership name
❖ Registration with SEC depending on the amount of capital
❖ Duly notarized Articles of Partnership
❖ SEC Form F-105 for those with foreign partners
❖ Registration with BIR
❖ Registration with government agencies if hiring employees
❖ After obtaining a Certificate of Registration from SEC, secure permits from
the city hall
Documents Required to Set Up a Partnership in the Philippines
1. 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
2. Additional requirements
❖ Endorsement/clearance from other government agencies, if applicable
❖ For partnership with a foreign national as a partner (FIA Form - 105)

● Corporation

The steps to incorporate a business in the Philippines:

❖ Reservation of corporate name;
❖ Preparation of registration documents and other documentary
requirements;
❖ Submission of requirements to the SEC;
❖ Payment of registration fees; and
❖ Issuance by the SEC of a Certificate of Incorporation, which means that
the company is now duly incorporated in the Philippines
Documents needed:
❖ Corporate Name (must end in Inc., Corporation or OPC);
❖ Purpose of the Corporation;
❖ Address/Telephone Number/E-mail of the Corporation;
❖ Term of existence of the Corporation (default term is perpetual existence);
❖ Names, nationalities, and residences of the incorporators (can be a
person, partnership or corporation) not exceeding fifteen (15) in number;
❖ Number of directors, which should not be more than 15;
❖ Names, nationalities and residences of the persons who shall acts as
directors until the first regular directors are duly elected and qualified in
accordance with the Corporation Code;
❖ The amount of the authorized capital stock of the Corporation, which must
be stated in Philippine Pesos, and the number of shares into which it is
 divided, In case the shares are par value shares, the par value of said
shares (usually P100.00 per share);
❖ Names, nationalities and residences of the original subscribers, and the
amount subscribed and paid by each on his subscription;
❖ Taxpayer’s Identification Numbers (TIN) of the incorporators;
❖ For incorporators who are non-residents of the Philippines, the Passport
Number of each incorporators, and the date and place of issuance thereof;
❖ Birthdays of the incorporators;
❖ Preferred date of Annual Stockholders’ Meeting, e.g. any day in May of
each calendar year; and
❖ Accounting year of the Corporation (fiscal or calendar year)

● One-Person Corporation

Generally, the OPC registration process follows a 5-step process:

❖ Submit your proposed company name
❖ Submit the documentary requirements for pre-processing
❖ Pay the filing fees
❖ Submit hard copies of signed and notarized documentary requirements
together with the proof of payment of filing fees
❖ Claim Certificate of Registration from SEC
Must secure the following documents and submit them along with your
application with the SEC:
❖ Articles of Incorporation (Natural Person, Trust or Estate)
❖ Written Consent from the Nominee and Alternate Nominee
❖ Other requirements (if applicable), such as:
❖ Proof of Authority to Act on Behalf of the Trust or Estate (for trusts and
estates incorporating as OPC)
 ❖ Foreign Investments Act (FIA) Application Form (for foreign natural
persons)
❖ Affidavit of Undertaking to Change Company Name (in case not included
in the Articles of Incorporation)
❖ Tax Identification Number (TIN) for Filipino single stockholder
❖ Tax Identification Number (TIN) or Passport Number for Foreign single
stockholder
Upon registration, there are several filing and miscellaneous fees
❖ Name Reservation – ₱100.00 per company name and trade name
❖ Articles of Incorporation – 1/2 of 1% of the authorized capital stock but not
less than ₱2,000.00
❖ Legal Research Fee (LRF) – 1% of the Registration/Filing Fee but not less
than ₱20.00
❖ FIA Application Fee – ₱3,000.00 if the single stockholder is a foreigner
❖ Documentary Stamp – ₱30.00