How to Organize and Register a Corporation

in the Philippines?
Under Philippine law, a corporation is an artificial being created by operation of law, having the
right of succession and the powers, attributes and properties expressly authorized by law or
incident to its existence.

A. Essential requirements for organizing a stock corporation:

1. There should be at least 5 but not more than 15 individuals who shall be the incorporators, all
of whom must be at least 18 years old, and a majority of whom are residents of the Philippines.

2. Each incorporator must own or be a subscriber to at least 1 share of stock of the corporation.

3. A stock corporation shall not be required to have any minimum authorized capital stock except
as otherwise specifically provided for by law depending on the purpose or business of the
corporation.

4. At least 25% of the authorized capital stock must be subscribed by the incorporators (i.e.,
issued to the incorporators) at the time of incorporation, and at least 25% of this total stock
subscribed by the incorporators must be paid at the time of incorporation (called the paid-up
capital).

Generally, the paid-up capital at the time of incorporation should not be less than Php
5,000. However; higher amounts of paid-up capital may be required by law. A list of the
industries requiring a higher paid-up capital may be seen at www.sec.gov.ph.

5. A corporation may be subject to nationality restrictions imposed by various laws depending on

its purpose or business. For example, at least 60% of the shares of stock of a corporation which
owns land must be held by citizens of the Philippines.

B. Steps in registering a stock corporation with the SEC:

1. Check if the desired corporate name is available by doing an online verification through
www.sec.gov.ph or by going to the SEC office. If available, reserve the corporate name, and then
get the SEC Name Verification Slip;

2. Prepare or obtain the following documents:

a. Articles of Incorporation (must be signed by all incorporators and notarized);

b. By-laws (must be signed by all incorporators);

c. Treasurers Affidavit indicating that the requirements mentioned in Part A Item 4 above has
been complied with (must be notarized);
d. Joint affidavit of two incorporators to change corporate name (not required if already stated in
the Articles of Incorporation);

e. Cover sheet for registration;

f. For corporations with more than 40% foreign equity: SEC Form No. F-100 otherwise known
as an Application to do Business under the Foreign Investments Act of 1991 (R.A. 7042);

g. Endorsement or clearance from other government agencies depending on the purpose or

business of the corporation, if applicable;

3. Submit complete documents to SEC office including the SEC Name Verification Slip;

4. Pay the applicable fees; and

5. Obtain the Certificate of Registration from SEC.

The documents identified in Part B Item 2 (a) to (f) may be downloaded from www.sec.gov.ph,
obtained from the SEC office, or drafted by professional consultants and advisors.

A list of businesses requiring endorsement or clearance from other government agencies as

described in Part B Item 2 (g) may be seen at www.sec.gov.ph.

C. Alternatives to organizing registering a stock corporation:

Instead of organizing and registering and corporation, foreign corporations wishing to have a
presence in the Philippines may also register a branch office, representative
office, RHQ or ROHQ with the SEC upon submission of the documentary requirements and
compliance with the minimum amount that must be remitted into the Philippines.

The 4 alternatives are explained below:

1. A branch office is an office of a foreign corporation which carries out the business
activities of the head office and derives income from the Philippines.
2. A representative office is an office of a foreign corporation which deals directly with the
clients of the head office but does not derive income from the Philippines.

3. A Regional or Area Headquarters (RHQ) is an office whose purpose is to act as an

administrative branch of a multinational corporation engaged in international trade.

4. A Regional Operating Headquarters (ROHQ) is an office of a multinational corporation

that is allowed to derive income in the Philippines by performing qualifying services to its
affiliates, subsidiaries or branches in the Philippines, in the Asia-Pacific Region and in other
foreign markets.
The ROHQ may engage in any of the following qualifying services:

General administration and planning;

Business planning and coordination;
Sourcing/procurement of raw materials and components;
Corporate finance advisory services;
Marketing control and sales promotion;
Training and personnel management;
Logistics services;
Research and development services, and product development;
Technical support and maintenance;
Data processing and communication; and
Business development.