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

By Atty. Ray John Bangi. Published 2026-04-10, last reviewed 2026-09-17.

Short answer

Registering a corporation with the Securities and Exchange Commission (SEC) usually takes two to four weeks and costs from roughly ₱5,000 to ₱15,000 in government fees for a straightforward domestic corporation, before professional fees and the separate BIR, local government, and social agency registrations that follow.

What the Revised Corporation Code changed

The Revised Corporation Code removed the five-incorporator minimum, allows One Person Corporations, and grants corporations perpetual existence unless the Articles provide otherwise. A single Filipino individual can now incorporate alone, and there is no general minimum paid-up capital for ordinary domestic corporations — the ₱5,000 minimum subscription rule of the old Code no longer applies across the board.

Step-by-step

Step 1 — Reserve your corporate name

File through the SEC's electronic Simplified Processing of Applications for Registration of Companies (eSPARC) portal. The name must be distinguishable from existing names, not deceptive, and not otherwise prohibited. Name reservation fees are nominal and the reservation holds for a limited period, renewable.

Step 2 — Prepare the Articles of Incorporation and By-Laws

The Articles state the corporate name, primary and secondary purposes, principal office address, term, capital structure, incorporators, and directors or trustees. By-laws govern meetings, officers, quorum, and internal procedure. A One Person Corporation files Articles plus a nominee and alternate nominee designation instead of by-laws.

Step 3 — Pay the filing fees

Expect a filing fee computed on authorized capital stock (commonly 1/5 of 1%, subject to a minimum), a legal research fee, a by-laws fee, name reservation fees, and documentary stamp tax on the original issuance of shares. For a small domestic corporation this typically lands in the ₱5,000–₱15,000 range; larger authorized capital raises the filing fee proportionally.

Step 4 — Receive the Certificate of Incorporation

Once the SEC is satisfied with the documents, it issues the Certificate of Incorporation. The company legally exists from that date.

Step 5 — Register with the other agencies

SEC registration alone does not let you operate:

• Barangay clearance for the principal office address
• Mayor's / Business Permit from the city or municipality
• BIR: Certificate of Registration, registration of books of accounts, and authority to print or register official receipts and invoices
• SSS, PhilHealth, and Pag-IBIG employer registration once you hire

How long each stage takes

• Name reservation: same day to two days
• SEC review and approval: roughly one to three weeks depending on document quality and whether the purpose clause triggers a secondary licence
• BIR registration: one to two weeks
• Mayor's permit: a few days to two weeks, varying widely by local government
• Realistic end-to-end: four to eight weeks before you are fully operational

Indicative cost ranges

• SEC filing, legal research, by-laws, and name reservation fees: ₱3,000–₱10,000 for typical small-capital companies
• Documentary stamp tax on original share issuance: computed on par value of subscribed shares
• Barangay and Mayor's permit: ₱2,000–₱10,000+, depending on the city, floor area, and capitalization
• BIR registration, books, and receipts: ₱1,000–₱5,000
• Professional fees for drafting, structuring, and filing: quoted per engagement

Treat these as planning ranges, not quotations. Fees may change at any time, so verify current SEC, LGU, and BIR fees at the time of filing. Regulated industries, foreign equity, and higher authorized capital all move the numbers.

Registration checklist

• Corporate name reserved and approved in eSPARC
• Primary purpose drafted to match the actual business, with foreign-equity limits checked
• Incorporators, directors, and officers identified with valid IDs and TINs
• Authorized, subscribed, and paid-up capital structure decided
• Principal office address with proof of address or lease
• Articles of Incorporation and By-Laws finalized and signed
• Treasurer's affidavit or equivalent capital documentation prepared
• Filing fees and documentary stamp tax paid
• Certificate of Incorporation issued
• Barangay clearance and Mayor's permit secured
• BIR Certificate of Registration, books of accounts, and invoicing in place
• SSS, PhilHealth, Pag-IBIG employer registration completed
• General Information Sheet filed within 30 days of the annual stockholders' meeting
• Audited financial statements filed annually per the SEC calendar

Common mistakes

• Choosing an industry classification or purpose clause that quietly triggers foreign-equity restrictions
• Underestimating paid-up capital required for regulated activities or for a company employing foreign nationals
• Treating the SEC certificate as the finish line and operating without BIR registration or a Mayor's permit
• Missing the General Information Sheet within 30 days of the annual stockholders' meeting
• Late filing of audited financial statements, which accrues penalties per month

Frequently asked questions

How much does SEC registration cost in the Philippines? Government fees for a straightforward domestic corporation typically total ₱5,000 to ₱15,000, driven mainly by the filing fee on authorized capital stock and documentary stamp tax. Local permits and professional fees are additional.

How long does SEC registration take? SEC approval usually takes one to three weeks if documents are complete. Full operating readiness, including BIR and the Mayor's permit, realistically takes four to eight weeks.

Is there a minimum capital requirement? There is no general minimum paid-up capital for ordinary domestic corporations. Minimums apply to specific regulated activities and to companies with substantial foreign equity serving the domestic market.

Can one person register a corporation? Yes. The One Person Corporation allows a single natural person, trust, or estate to incorporate, with a designated nominee and alternate nominee.

When to engage counsel

If foreign equity, multiple share classes, PEZA or BOI incentives, or regulated activities are involved, engage corporate counsel before you file. Structure decisions made at registration are expensive to undo later.

Still deciding whether you need a corporation at all? Compare a DTI sole proprietorship, a One Person Corporation, and a regular corporation in our business registration guide, or see our corporate and commercial law services.

If you are incorporating with co-founders or investors, put a shareholders' agreement in place before money changes hands.

Contact Eleazar Bangi & Associates Law Firm

Office: 511 Bell Mansion, Bagong Pag-asa, Quezon City, Metro Manila 1105, Philippines. Hours: Monday to Friday, 9:00 AM to 6:00 PM. Email: rjbangi@reblegal.com. WhatsApp and Viber available. Contact us.