How to Register a Business in the Philippines: Requirements, Permits, and Costs

Starting a business in the Philippines means dealing with several government agencies — not just one. Skip a step, or do them out of order, and you can lose weeks. This guide walks through the full process in the correct sequence, explains what changed in recent years (digital filing, new fee rules, updated foreign ownership limits), and flags the requirements most first-time founders miss.

Step 0: Choose the Right Business Structure

Before registering anything, decide what kind of entity you’re forming — this determines which agency you register with first.

• Sole proprietorship — one owner, simplest setup, registers a business name with the Department of Trade and Industry (DTI). The owner and the business are legally the same person, so there’s no separate legal personality and no liability shield.
• Partnership or corporation — two or more owners (or a single owner via a One Person Corporation), registers with the Securities and Exchange Commission (SEC). This is the path most growing businesses and all foreign investors take, since it creates a separate legal entity.
• Branch or representative office of a foreign corporation — also registers with the SEC, under a different set of capital and remittance rules.

The rest of this guide focuses on the corporation route, since it involves the most agencies, and notes where sole proprietorships differ.

A note for foreign investors

If any foreign national or foreign company will hold shares, check your industry against the Foreign Investment Negative List (FINL) — currently the 13th Regular FINL under Executive Order No. 113, effective May 2, 2026. Sectors not on the list are open to up to 100% foreign ownership, subject to capital requirements:

• US$200,000 minimum paid-in capital for a domestic market enterprise (one that sells mainly to the local market) with foreign equity above 40%.
• US$100,000 if the enterprise uses DOST-certified advanced technology, is an endorsed startup, or employs a required number of Filipino workers.
• Export enterprises (60%+ of output exported) generally face no domestic-market capitalization floor.
• Mass media, land ownership, and public utilities carry constitutional or statutory caps (0% or 40%) regardless of capital.

This list is reissued every two years and the rules shift with each version, so confirm your specific activity’s classification before you draft your Articles of Incorporation.

Step 1: Register Your Business Name

Sole proprietors register through the DTI’s Business Name Registration System (BNRS) at bnrs.dti.gov.ph. It’s fully online, takes under an hour, and costs between ₱200 (barangay scope) and ₱2,000 (national scope) plus a ₱30 documentary stamp tax. You must pay within 7 calendar days of applying or the reservation is cancelled and you start over.

Partnerships and corporations reserve a company name through the SEC’s eSPARC platform. While that name is on hold, your lawyers prepare the company’s:

• Articles of Incorporation (AOI) — the corporation’s charter
• By-laws — internal governance rules

For qualifying domestic stock corporations, SEC’s OneSEC or ZERO (Zuper Easy Registration Online) sub-systems auto-generate these documents and can issue a digital Certificate of Incorporation the same day. Regular processing (for most other company types) typically takes 3–7 business days for SEC review, though hard-copy submission and notarization can add another week or two.

Step 2: Open a Treasurer-in-Trust-For (TITF) Bank Account

Before SEC will accept your full application, a corporation must open a Treasurer-in-Trust-For (TITF) account — a temporary depository account that holds the required paid-up capital until the company is officially incorporated.

Typical requirements:

• Proposed Articles of Incorporation and By-laws
• Bank account-opening forms and specimen signature card, signed by the treasurer-in-trust
• Valid government-issued ID of the treasurer-in-trust
• Minimum deposit, which most banks set between ₱10,000 and ₱50,000, or the equivalent of your subscribed paid-up capital if higher

The bank issues a Certificate of Deposit (or, for foreign remittances, a Certificate of Inward Remittance) — this is one of the documents SEC requires before it will register the company. Once your Certificate of Incorporation is released, the TITF is unlocked and can be converted into your regular operating account.

Note: not every corporation needs a large deposit here. Philippine law generally requires only that at least 25% of authorized capital stock be subscribed, and at least 25% of that subscribed amount be paid up, with no absolute minimum below ₱5,000 for most ordinary domestic corporations. The US$200,000 / US$100,000 thresholds discussed in Step 0 apply specifically to corporations with more than 40% foreign equity operating as domestic market enterprises.

Step 3: Complete SEC Registration

With the bank certificate in hand, submit your full application through eSPARC. Typical documentary requirements:

• Name Reservation and Payment Form
• Notarized Articles of Incorporation and By-laws
• Treasurer’s Affidavit
• Bank Certificate of Deposit or Proof of Inward Remittance
• SEC Form F-100 (only if foreign equity exceeds 40%)
• Endorsement or clearance from other regulators, if you’re in a regulated industry (banking, insurance, education, etc.)

SEC reviews the application and, once cleared for payment, issues a Payment Assessment Form. After you pay, SEC releases the Certificate of Incorporation. Processing time varies by track:

• ZERO/OneSEC (all-Filipino stock corporations meeting eligibility rules): as fast as one day
• Regular eSPARC processing: typically 3–7 business days, longer if documents need correction or the industry requires outside clearance

A useful shortcut: eSPARC is now integrated with the Philippine Business Hub, which lets you apply for your company TIN and your SSS, Pag-IBIG, and PhilHealth employer numbers right after SEC registration is approved — letting several later steps move in parallel instead of strictly one after another.

Step 4: Secure Your Barangay Clearance and Locational/Zoning Clearance

Before you can apply for a business permit, you need clearance from the barangay where your office is located.

Barangay Clearance requirements typically include:

• Notarized lease contract (or land title/tax declaration, if you own the property)
• SEC registration documents (or DTI certificate, for sole proprietors)
• Applicable barangay fees, which vary and are often tied to paid-up capital, plus taxes and other charges set by each barangay

Locational/Zoning Clearance (from the City or Municipal Planning and Development Office) typically requires:

• Location map or sketch of the site
• Barangay Clearance
• Lease contract
• SEC or DTI registration documents
• Occupancy Permit for the building or unit

Requirements and thresholds (e.g., floor area cutoffs) vary by city — some LGUs only require a Locational Clearance above a certain office size.

Step 5: Obtain Your Mayor’s Permit (Business Permit)

This is issued by the city or municipal government where your business operates, under the Local Government Code (RA 7160). Most LGUs now route this through a Business One-Stop Shop (BOSS) or electronic version (eBOSS), using a single Unified Application Form that consolidates the Mayor’s Permit application with several ancillary clearances.

Typical requirements:

• Unified Application Form
• SEC (or DTI) registration documents, Articles of Incorporation and By-laws
• Barangay Clearance
• Lease contract or proof of property ownership
• Locational/Zoning Clearance
• Fire Safety Inspection Certificate (Bureau of Fire Protection)
• Sanitary Permit from the City/Municipal Health Office (required for food-related businesses)
• Sketch or photos of the business location

The City Treasurer’s Office assesses your Local Business Tax — generally a percentage of your declared capital for new businesses — plus regulatory fees. Many LGUs commended by the Anti-Red Tape Authority now process complete applications in 1–3 business days. The permit is valid only through December 31 of the year issued, regardless of when you apply, so renewal (Jan 1–20 annually) is mandatory.

Step 6: Register with the Bureau of Internal Revenue (BIR)

With your Mayor’s Permit secured, register with the BIR — the national tax authority — before you commence operations or issue your first invoice. This is done online via ORUS (orus.bir.gov.ph) or the NewBizReg portal, or in person at your Revenue District Office (RDO).

What you’ll do:

• File BIR Form 1903 (corporations and partnerships) or Form 1901 (sole proprietors and professionals) to get your Taxpayer Identification Number (TIN)
• Pay the ₱30 documentary stamp tax — this is now the only registration-time fee. The old ₱500 Annual Registration Fee was abolished under the Ease of Paying Taxes Act (RA 11976), effective January 2024, so your Certificate of Registration no longer expires or needs annual renewal payment
• Register your Books of Accounts (manual, loose-leaf, or computerized) — ORUS supports electronic book registration
• Apply for authority to issue invoices: either an Authority to Print (ATP) via Form 1906 for printed invoices through a BIR-accredited printer, or authorization through a registered Computerized Accounting System/POS

You’ll receive your Certificate of Registration (BIR Form 2303), which lists your TIN, registered address, and tax types, and must be displayed at your place of business.

One rule change worth knowing: under the Ease of Paying Taxes Act, the old distinction between “Official Receipts” (for services) and “Sales Invoices” (for goods) was eliminated. Both are now unified into a single Invoice — a VAT Invoice or Non-VAT Invoice depending on your registration.

Step 7: Register as an Employer

Once you have employees (or plan to), you must register with three social welfare agencies, generally within 30 days of hiring your first employee:

Social Security System (SSS) — via My.SSS or at an SSS branch:

• Employer Registration Form (R-1)
• Employment Report Form (R-1A)
• SEC/DTI registration documents

PhilHealth — via PhilHealth’s e-Registration system, under the National Health Insurance Act (RA 7875, as amended by RA 11223):

• Employer Data Record (ER1)
• Report of Employee-Members (ER2)
• SEC/DTI registration documents

Pag-IBIG Fund (Home Development Mutual Fund) — via the Pag-IBIG e-SRS system:

• Employer’s registration and employee data
• SEC/DTI registration documents

All three generally also ask for your Mayor’s Permit and BIR Certificate of Registration. As noted in Step 3, corporations that registered through eSPARC can now apply for these employer numbers through the Philippine Business Hub shortly after SEC approval, rather than waiting until the very end of the process.

Step 8: Register with the Department of Labor and Employment (DOLE)

This step is commonly left off registration checklists, but it’s a real legal requirement. Under Rule 1020 of the Occupational Safety and Health Standards, employers must register their establishment with the DOLE Regional Office having jurisdiction over the workplace — commonly filed as RKS Form 5. New establishments should register within 30 days before starting operations, submitting your business permit, TIN, SSS employer details, and a workplace layout plan. Registration is free and generally lasts for the lifetime of the establishment unless you change your business name, location, or ownership. Non-registration can result in administrative fines and complications during labor inspections.

Estimated Timeline and Costs

Realistic total timeline for a new corporation, from name reservation to being fully operational across all agencies, generally runs 4 to 8 weeks, depending on document readiness, LGU efficiency, and whether your industry needs additional regulatory clearance. Costs above exclude legal, notarial, and consulting fees.

Common Mistakes to Avoid

• Registering out of order. BIR generally wants your Mayor’s Permit in hand first; SSS/PhilHealth/Pag-IBIG generally want your BIR documents. Skipping ahead usually just means resubmitting later.
• Missing the DTI 7-day payment window. Miss it and your reserved name is released — you restart the whole name-check process.
• Assuming online registration means no physical paperwork. Under SEC’s Regular Processing, you still need to notarize and courier hard copies within a set window after online approval.
• Overlooking DOLE registration. It’s not bundled with SEC, BIR, or LGU registration, so many new employers simply forget it.
• Treating the Mayor’s Permit as a one-time task. It expires every December 31 regardless of issue date and must be renewed January 1–20.
• Foreign investors underestimating capital requirements. Falling short of the US$200,000 (or US$100,000) threshold without qualifying for an exemption can cap foreign ownership at 40% instead of the 100% you were expecting.