How to Register a Corporation in the Philippines with the SEC
SEC registration is the first step in setting up a Philippine corporation and the one most founders get wrong by doing it out of order. The Securities and Exchange Commission registers the entity. It does not give you the right to operate, and a company with a Certificate of Incorporation and nothing else cannot lawfully trade.
This guide covers how to register a corporation in the Philippines through eSPARC, the structures available under the Revised Corporation Code, what you need before you file, the fees, realistic timelines, and everything that has to happen after the SEC certificate arrives.
What the Revised Corporation Code Changed
Republic Act No. 11232, the Revised Corporation Code, replaced the old framework and made several things easier for founders.
A corporation may now be formed with as few as two incorporators, down from the previous requirement of five. Incorporators may be natural persons, partnerships, associations, or corporations.
Corporate term is now perpetual by default, rather than the previous fifty-year term requiring renewal. A corporation may still elect a fixed term in its articles if it prefers.
The One Person Corporation was created, allowing a single stockholder to form a corporation with liability protection. This is frequently the better answer for a solo founder who would otherwise default to sole proprietorship.
There is generally no minimum authorized capital stock requirement for most domestic corporations, though specific industries and foreign equity thresholds carry their own capital requirements.
Choose the Structure Before You File
Domestic corporation. Two or more incorporators, the standard vehicle for most Philippine businesses.
One Person Corporation. A single stockholder, who must be a natural person, a trust, or an estate. Certain professions and regulated activities cannot use this form. The single stockholder serves as sole director and president, and must appoint a treasurer, corporate secretary, and a nominee.
Partnership. Registered with the SEC but governed by the Civil Code rather than the Corporation Code, and it does not provide the liability separation a corporation does.
Branch office, representative office, or regional headquarters. These are for foreign corporations establishing a Philippine presence rather than incorporating a new entity, and they carry their own capital and licensing requirements.
Foreign equity matters. The Foreign Investment Negative List restricts or limits foreign participation in certain activities, and land ownership is reserved to Filipino citizens and to corporations at least sixty percent Filipino-owned. Establish the ownership structure with counsel before drafting the articles.
What to Prepare Before You Start
- Proposed company names, at least three in order of preference. Names are checked against existing registrations and against rules on deceptively similar names, and a rejection sends you back to the start of the name step.
- Complete details of all incorporators, including full names, nationalities, residence addresses, and Tax Identification Numbers.
- The primary purpose clause, stating the principal business activity. Draft this carefully. Too narrow constrains the business later; too broad may not be approved, and secondary purposes can be included.
- Authorized capital stock, the par value per share, and the subscription and payment breakdown across incorporators.
- The principal office address. This must be a specific address within the Philippines, stated with sufficient particularity. A post office box is not acceptable.
- Names of the directors, the president, the treasurer, and the corporate secretary. The corporate secretary must be a Philippine resident and citizen. The treasurer must be a Philippine resident.
- Identification documents for the incorporators and officers.
The Registration Process Through eSPARC
eSPARC, the Electronic Simplified Processing of Application for Registration of Company, has been mandatory for domestic corporation registrations since April 2021. There is no over-the-counter route for a new domestic corporation.
Create an account and begin the application. You will be routed to either the OneSEC pathway for standard, straightforward registrations, or regular processing for applications with non-standard provisions.
Reserve and verify the company name. The system checks availability against existing registrations.
Complete the Articles of Incorporation and By-Laws within the system. eSPARC generates these from your inputs using standard templates, which is why straightforward applications move quickly and customized ones do not.
Submit for evaluation. The SEC reviews the application and either approves it or returns it with findings for correction.
Pay the assessed fees through the available payment channels.
Submit the notarized hard copies where regular processing applies. This is the step founders most often miss. Online approval does not mean paperless, and under regular processing you must notarize and submit physical documents within the window the SEC prescribes. Missing that window stalls the registration.
Receive your Certificate of Incorporation, which is the document evidencing the corporation's existence.
Fees
The filing fee for the Articles of Incorporation is computed at one-fifth of one percent of the authorized capital stock, subject to a minimum. Confirm the current minimum with the SEC, since it is adjusted periodically.
A separate fee applies to the By-Laws.
A legal research fee is charged as a percentage of the filing fee.
Name reservation carries its own fee.
Documentary stamp tax applies on the original issuance of shares.
Total SEC costs for a small corporation commonly fall in the range of a few thousand to around ten thousand pesos, depending on authorized capital. Professional fees for drafting and coordination are separate and usually larger.
Authorized capital drives the filing fee, so the figure you choose has a direct cost consequence. Choose it against your actual funding plan rather than inflating it for appearance.
Timeline
A straightforward OneSEC registration with standard provisions can be approved in a matter of days, and in some cases considerably faster.
Regular processing takes longer, driven by the review cycle and the requirement to submit notarized hard copies.
The variables that extend it are name rejections, findings on the purpose clause, non-standard provisions in the articles, foreign equity requiring additional review, and industries requiring secondary licensing.
Plan for the whole sequence rather than the SEC step alone. A corporation fully operational across all agencies typically takes four to eight weeks from name reservation, because the SEC certificate is the beginning rather than the end.
What Happens After the Certificate
A Certificate of Incorporation means the corporation exists. It does not mean you can operate. Four more layers follow, and each requires the output of the one before it.
- Barangay business clearance from the barangay where the business operates.
- Mayor's Permit from the city or municipality, which bundles locational or zoning clearance, fire safety inspection, and the sanitary permit, and triggers assessment of local business tax.
- BIR registration using Form 1903, within thirty days of your SEC registration to avoid penalties. This produces Form 2303, the Certificate of Registration, and requires registering books of accounts and securing authority to issue invoices.
- Employer registrations with SSS, PhilHealth, Pag-IBIG, and DOLE where applicable, which become mandatory the moment you hire your first employee.
The Philippine Business Hub integrates SEC registration with BIR, SSS, PhilHealth, and Pag-IBIG, carrying your SEC-submitted information across without re-entry. Use it if you are incorporating, because it removes a substantial amount of duplicate data entry.
Industry-specific secondary licensing applies to lending and financing companies, money service businesses, schools, healthcare, recruitment, construction, and several other sectors. Check whether yours is one before you begin, because these run on their own timelines.
Ongoing Corporate Compliance
Registration creates continuing obligations, and corporations get into difficulty by treating the certificate as the end of the matter.
Annual General Information Sheet filed with the SEC within the period following the annual stockholders' meeting.
Audited Financial Statements filed with the SEC and the BIR.
Annual stockholders' and directors' meetings, with minutes properly kept.
Maintenance of corporate books, including the stock and transfer book.
Mayor's Permit renewal every January, with local business tax assessed on the preceding year's gross sales.
BIR filings on the schedule your Certificate of Registration prescribes, including returns for periods with no activity.
Failure to file required reports carries penalties and can lead to the revocation of the certificate. The Revised Corporation Code provides for delinquent status where a corporation fails to file reports over a defined period.
Common Mistakes
Choosing authorized capital carelessly. It drives your filing fee and it appears on your registration, and changing it later requires an amendment.
Drafting the purpose clause too narrowly, which constrains the business when it adds a product line or service.
Assuming online means paperless and missing the hard copy submission window under regular processing.
Treating the SEC certificate as permission to operate. It is not, and trading without a Mayor's Permit and BIR registration creates exposure.
Missing the thirty-day BIR window after SEC registration.
Choosing the address before checking zoning. A locational clearance refusal after you have signed a lease is an expensive and entirely avoidable problem, and your address also fixes which Revenue District Office holds your file.
Defaulting to a corporation without considering a One Person Corporation, or defaulting to a One Person Corporation where the activity does not permit it.
Appointing officers without checking the residency and citizenship requirements for the corporate secretary and treasurer.
SEC registration creates the entity, and four more layers of registration turn it into a business that can lawfully operate. You can explore office and commercial space across the Philippines at The Grid Property Ventures, the Philippines' smartest real estate platform.
