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Philippines Business Registration Guide

the Philippines business registration and incorporation for 2026. The guide covers: the SEC registration (Securities and Exchange Commission) — the registration of the corporations (the stock corporations, the non-stock corporations, the one-person corporations); the DTI registration (Department of Trade and Industry) — the business name registration for the sole proprietors; the LGU business permit (mayor's permit) — the local government unit permit required for the operation; the BIR registration — the Tax Identification Number (TIN) issuance, the Certificate of Registration (COR), and the Authority to Print (ATP) the receipts and the invoices; the books of accounts registration — the mandatory registration of the accounting books with the BIR; the VAT registration — the mandatory VAT registration for the gross sales exceeding PHP 3 million.

SEC Registration — Securities and Exchange Commission

  • Corporations — SEC registration: The "corporation" (the "stock corporation" or the "non-stock corporation") must register with the SEC under the "Revised Corporation Code" (the "RA 11232" effective 2019). The registration is conducted through the "eSPARC" (the "Electronic Submission Platform for the Automated Registration of the Companies") or the "eFAST" (the "Electronic Filing and Submission Tool") system.
  • One-Person Corporation (OPC): The "One-Person Corporation" (the "OPC") — the corporation with the single shareholder — is allowed under the RA 11232. The OPC requires: (a) the minimum capital of PHP 5,000 (the "no minimum capital" for the most industries, but PHP 5,000 is the practical minimum), (b) the single director (the "nominee" and the "alternate nominee" must be designated), (c) the registered office address in the Philippines.
  • Minimum capital: The minimum capital for the domestic stock corporations is PHP 5,000 (the "no minimum capital" requirement for the most industries under the RA 11232, except for the certain regulated industries — the banking, the insurance, the finance, the public utilities — which require the higher minimum capital under the specific laws).
  • Registration timeline: The SEC registration typically takes 2 to 4 weeks from the submission of the complete application. The required documents include: (a) the "Articles of Incorporation and By-Laws" (the "AOI" and the "By-Laws"), (b) the "Treasurer's Affidavit" — the sworn statement of the paid-up capital, (c) the "Bank Certificate" of the deposit of the paid-up capital.

DTI Registration — Department of Trade and Industry

  • Sole proprietor registration: The "sole proprietor" (the "single proprietorship") must register the business name with the DTI through the "BNRS" (the "Business Name Registration System"). The DTI registration is conducted online through the "BNRS.DTI.GOV.PH" portal. The business name is valid for 5 years and must be renewed.
  • Registration requirements: The DTI registration requires: (a) the proposed business name (unique and not identical to the existing registered name), (b) the valid government ID of the proprietor, (c) the payment of the registration fee (PHP 200 to PHP 2,000 depending on the business name and the location). The DTI registration does NOT have the minimum capital requirement.
  • Business name vs. corporate name: The DTI registers the business names for the sole proprietors only. The corporations register their corporate names with the SEC. The sole proprietor who operates under the personal name (the "natural name" — e.g., "Juan Dela Cruz") does NOT need the DTI registration.

LGU Business Permit — Mayor's Permit

  • Local government unit permit: The business must secure the "Mayor's Permit" (the "Business Permit" or the "Sanitary Permit" as applicable) from the LGU where the business operates. The application is submitted to the "Business Permits and Licensing Office" (the "BPLO") of the city or the municipality. The permit is valid for the calendar year (January to December) and must be renewed annually.
  • Requirements: The LGU permit application requires: (a) the SEC or the DTI certificate of registration, (b) the lease agreement or the proof of the business address, (c) the "Barangay Clearance" — the clearance from the barangay where the business is located, (d) the "Occupational Permit" for the certain regulated professions, (e) the "Fire Safety Inspection Certificate" from the BFP (the "Bureau of Fire Protection"), (f) the "Community Tax Certificate" (the "cedula").
  • Fees: The LGU permit fees vary by the city and the municipality. The fees are typically calculated as: (a) the "basic fee" — PHP 500 to PHP 5,000 depending on the business type, (b) the "gross sales fee" — 0.1% to 0.5% of the annual gross sales, (c) the "sanitary inspection fee" — PHP 500 to PHP 2,000 for the food-related businesses.

BIR Registration — TIN, COR, ATP

  • Tax Identification Number (TIN): The business must register with the BIR to obtain the "TIN" (the "Tax Identification Number"). The registration is conducted at the "Revenue District Office" (the "RDO") having the jurisdiction over the business address. The TIN is the 9-digit or the 12-digit number used for the tax filing and the payment.
  • Certificate of Registration (COR — BIR Form 2303): The BIR issues the "Certificate of Registration" (the "COR" — the "BIR Form 2303") after the completion of the registration. The COR specifies: (a) the tax type (the "income tax", the "VAT", the "percentage tax", the "withholding tax"), (b) the filing frequency (the "monthly", the "quarterly", the "annually"), (c) the registered address and the business activities.
  • Authority to Print (ATP): The registered business must apply for the "Authority to Print" (the "ATP") the receipts and the invoices. The ATP is the BIR permit to print the official receipts (the "ORs") and the sales invoices with the BIR-registered serial numbers. The ATP application requires: (a) the BIR Form 1906, (b) the printer's accreditation certificate, (c) the sample receipt/invoice layout for the BIR approval.

Books of Accounts Registration

  • Mandatory registration: The business must register the "books of accounts" with the BIR within 30 days of the issuance of the COR. The books include: (a) the "General Journal" — the chronological record of the transactions, (b) the "General Ledger" — the account-by-account summary, (c) the "Cash Receipts Book" — the record of the cash inflows, (d) the "Cash Disbursements Book" — the record of the cash outflows.
  • Registration procedure: The books of accounts must be presented to the BIR RDO for the "stamping and the registration" — the BIR stamps each book with the official seal and the registration number. The loose-leaf books and the computerised accounting systems must be registered separately through the "BIR Form 1930" (the "Application for the Authority to Use the Computerised Accounting System").
  • Penalties: The failure to register the books of accounts is subject to the penalty of PHP 1,000 per book (the "civil penalty" under the Section 250 of the NIRC). The use of the unregistered books may also result in the "surcharge" of 25% to 50% of the tax due for the "non-compliance".

VAT Registration — Gross Sales Exceeding PHP 3 Million

  • Mandatory VAT registration — PHP 3 million threshold: The business whose annual gross sales or the gross receipts exceed PHP 3 million (the "VAT threshold") must register for the VAT with the BIR. The VAT registration is made using the "BIR Form 1906" (the "Application for the Registration for the Value-Added Tax"). The VAT rate is 12% (the standard VAT rate in the Philippines for 2026).
  • Voluntary VAT registration: The business with the gross sales below PHP 3 million may voluntarily register for the VAT if the business: (a) exports the goods or the services (the "zero-rated VAT" treatment), (b) deals primarily with the VAT-registered taxpayers (the "input VAT" on the purchases may be claimed as the credit), (c) expects the sales to exceed PHP 3 million in the next 12 months.
  • Consequences of the VAT registration: The VAT-registered business must: (a) charge the 12% VAT on the taxable sales, (b) file the monthly/quarterly VAT returns (the "BIR Form 2550M/2550Q"), (c) issue the VAT invoices/the official receipts with the TIN and the VAT registration details, (d) remit the VAT to the BIR (the "output VAT" minus the "input VAT"). The non-VAT registered business pays the "percentage tax" at 3% (the "BIR Form 2551M" — the "monthly percentage tax return") instead of the VAT.