What to prepare for Philippine incorporation, from ownership and activity checks to the SEC application and the registrations needed afterward.
Direct answer
Start with the proposed activity, ownership and entity. Then use the SEC route that currently covers that entity: OneSEC with ZERO for covered domestic stock corporations, or Regular processing for the entity classes shown in the SEC portal. Incorporation does not replace BIR, local, sector or continuing corporate requirements.
Choose the structure and identify restrictions
Incorporation creates a separate entity; it does not authorize every regulated activity. I suggest defining the business, ownership, nationality limits, licenses, capital and governance before preparing the application. An OPC has different eligibility and officer requirements from an ordinary stock corporation.
Under Section 10 of the Revised Corporation Code, incorporators may include persons, partnerships, associations and corporations, subject to the Code and applicable restrictions. The old blanket natural-person-only rule is not current. Incorporators may act singly or jointly with others, but the Code caps them at 15. The board of an ordinary stock corporation may likewise have up to 15 directors; the Code does not impose the old general minimum of five. Incorporators and directors are different roles, so the facts must be mapped to each statutory requirement.
Capital must follow the actual business
Section 12 provides no general minimum capital stock unless a special law requires it. The old general rule requiring subscription of 25% of authorized capital and payment of 25% of the subscription should not be carried forward as a universal incorporation test.
The absence of a general minimum does not mean nominal capital will suit every company. Check sector rules, foreign-investment requirements, licenses and the actual business. Record subscriptions and payments accurately.
Choose the current SEC route
The SEC portal currently separates OneSEC with ZERO from Regular processing. Start with the entity and activity rather than selecting a route from memory.
| Proposed entity | Current SEC starting point | Control before filing |
|---|---|---|
| Domestic stock corporation | OneSEC with ZERO currently covers OPCs and corporations with 2 to 15 incorporators, including the foreign-equity bands listed by the SEC. | Read the current terms. If the application does not conform to the route’s scope or uses nonstandard provisions, follow the alternative route directed by the portal. |
| Lending or financing stock corporation | Regular processing lists lending and financing companies under its stock-corporation coverage. | Check the special law, licensing, capital, ownership and endorsement requirements before relying on general incorporation rules. |
| Domestic non-stock entity | Regular processing lists non-stock corporations, corporations sole, foundations, federations, condominium corporations and non-stock/non-profit entities. | Select the exact subtype and prepare the documents and endorsements required for its purpose and structure. |
| Partnership | Regular processing lists general, professional and limited partnerships. | Use partnership requirements rather than corporation forms. |
| Foreign corporation | Regular processing lists foreign stock and non-stock applications for a Philippine licence. | Determine the local form, resident-agent, capital/remittance, activity and foreign-investment requirements. |
For ZERO processing, the SEC states that the relevant incorporators, partners, officers or resident agents must use credentialed eSECURE accounts to authenticate documents through eSAP. Validate the name, keep ownership and officer details consistent, pay only the assessed fees, and retain the certificate and filed instruments.
The route, completeness, review and any required endorsement affect timing. OneSEC’s one-day objective is not a guaranteed approval date, and the portal’s current coverage can change. A technology company does not automatically need generic DICT clearance.
Plan the obligations after incorporation
| Task | What to confirm |
|---|---|
| Corporate records | Officer appointments, stock and transfer book, subscriptions, approvals and beneficial-ownership records. |
| Bylaws | Applicable filing requirement and timing; OPCs are treated differently. |
| BIR | Registration, books, invoices and applicable tax types before commencing the covered business activity. The former ₱500 annual registration fee was abolished by EOPT. |
| Local and sector permits | Requirements based on location and actual activity, not incorporation alone. |
| Annual and event filings | Entity-specific GIS/financial statement schedules and changes requiring separate reports. |
| Employment | Applicable employer registrations and workplace obligations when hiring. |
A missed corporate filing can have consequences, but automatic personal liability for every corporate debt is not the consequence of every bylaw or reporting defect. Review the particular statutory duty and conduct.
Prepare a usable instruction file
For an initial assessment, identify the owners and ultimate controllers, activities, office, capital plan, directors, officers and foreign participation. Explain any plans to hire, import, lease or seek incentives. Use the SEC’s actual assessment and applicable fee schedule rather than an unsupported flat-fee estimate.
Related assistance
For the next step, see corporate counsel, OPC eligibility, beneficial-ownership reporting. Engagement depends on conflict checking and an agreed scope.
Sources and further reading
Important
This article provides general information, not advice on a particular matter. The applicable law, documents, procedural events and facts must be checked. Reading it does not create an attorney-client relationship.
Topics covered:
SECcorporationincorporationOPCRevised Corporation Codebusiness registrationPhilippines