Lawyers in the Philippines

Experienced Domestic Incorporation

Lawyers in the Philippines

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What is a domestic corporation?

Office building icons symbolizing the process of incorporation in the Philippines.
A Domestic Corporation is a Limited Liability Corporation that protects shareholders in case of default or claim.
Grey icons of money as these represent business done in the Philippines, with incorporation in the Philippines a necessary first step.

A Domestic Corporation is a popular choice – along with A Branch Office or a Representative Office – for doing business in the Philippines.

A grey ACR card Icon indicating that 100% foreign ownership of businesses is possible in the Philippines.

A Domestic Corporation can be 100% owned by a foreigner so long as it is not on the Negative List of forbidden industries.

Icon of a wallet representing the Capitalization needed for a Domestic Corporation's SEC Registration
A Domestic Corporation’s capitalization can be done for as little as Php 5,000 but different industries may have a much higher capitalization.
Grey icon of 3 businessmen representing the Board of Directors of a Domestic Corporation.
A Domestic Corporation will need a Treasurer, Corporate Secretary, and other officers. it will also need to determine it’s actual physical place of doing business.

What are the Requirements for a Domestic Corporation?

A Domestic Corporation in the Philippines can be incorporated so long as you have the following requirements – the rest can be created and addressed by us during the process. Let us know if you have questions at any point.

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Company Information

To be able to properly guide you through the Incorporation process and draft the documents, we will need detailed information on what the company will be doing and its proposed plans. Coordination will be needed.

incorporation in the philippines board of directors scaled

Corporate Officers

A Domestic Corporation must determine its list of officers such as its President, Treasurer and Corporate Secretary. FCB Law Office does offer Corporate Secretary services should this be needed.

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Physical Location

A Physical Location must be designated and certain as it is required to be on the corporate documents and transferring to a new business address is very time-consuming and involved. A virtual office can be used.

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Capitalization Amount

The capitalization amount needed by the company can start for as little as Php 5,000 subject to industry regulations which can increase the amount depending on the industry and the situation.

Atty Britanico and
Incorporation in The Philippines

A domestic corporation is one that is duly organized and established in the Philippines. It has its own separate juridical personality which shields its incorporators and officers from liability. It can be foreign-owned subject to the negative list and capitalization requirements. It is generally the best option for those who want limited liability protection. FCB Law Office would be happy to help in your Incorporation journey.

Atty Britanico, Founder

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What are the Advantages & Disadvantages
of a Domestic Corporation?

A Domestic Corporation offers full protection from liability and has less minimum capitalization cost vs a Branch or Representative Office but is subject to more taxes than a Representative Office. However, it is generally a good choice when revenue will be generated in the Philippines and when it is not an extension of a previously existing business entity.

domestic corporation liability

Full Limited Liability

incorporation in the philippines capitalization scaled

Less Capitalization Cost vs Branch or Representative Office

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30% Income Tax, VAT

A group of business people meeting symbolizng the complete Board of Directors that a Domestic Corporation must have.

Full Board Needed vs Branch or Representative Office

What is the Incorporation Process?

An email icon showing a client inquiring as to incorporating in the Philippines
Email Us and explain why you want to set up a business in the Philippines, the industry you want to enter, and a detailed explanation of what that company will do.
A folder icon showing the assessment needed prior to SEC Registration since a lot of information and documents will be needed.
Assessment FCB Law Office will advise on the correct structure & ask follow up questions so that we can create the Articles of Incorporation & registration documents for a license to do business in the Philippines.
Icon of signing documents as a Domestic Corporation's Articles of Incorporation must be signed in hard copy.
Signing of Articles of Incorporation FCB Law Office will create the registration documents for which all the relevant parties must sign so that it can be fully registered at the SEC.
Icon of office buildings symbolizing submission of SEC registration documents to the agency.
Registration at the SEC After receipt of the documents, FCB Law Office will complete the registration at the SEC and prepare for filing at various other government agencies.
Icon of 2 office buildings indicating another step of incorporating in the Philippines which is registration at City Hall.
Registration at the BIR FCB Law Office will register at the BIR for the company’s tax and finance submissions. The company’s accounting should comply with monthly and yearly reports required.
Icon of a government building as the last step of the process of incorporation in the Philippines is registering with various government agencies for statutory benefits.
Registration at the City Hall FCB Law Office will register at City Hall for the local Business Permit which must be renewed yearly upon the payment of local fees.
Icon of two bills indicating complete registration of the Domestic Corporation at the BIR
Registration at Govt Statutory Agencies FCB Law Office will register company at the various government statutory agencies so that employee benefits such as SSS, Philhealth and Pag-ibig can be paid.

Further Reading

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Frequently Asked Questions

What is a domestic corporation in the Philippines?
A domestic corporation is a business entity formed and registered under Philippine laws. It is considered a separate legal entity from its owners (shareholders) and has the capacity to enter into contracts, own property, sue, and be sued. it is equivalent of a Limited Liability Corporation in other countries.
Can foreigners own a domestic corporation in the Philippines?
Foreigners can own a domestic corporation, subject to limitations imposed by the Foreign Investment Negative List (FINL) and other applicable laws. In general, foreigners can own up to 100% equity in a domestic corporation, except in industries where foreign ownership is restricted or prohibited.
How do I incorporate a domestic corporation in the Philippines?
To incorporate a domestic corporation, follow these steps:

  • Choose a corporate name and reserve it with the Securities and Exchange Commission (SEC).
  • Prepare the Articles of Incorporation and By-laws, which contain details such as the corporate name, purpose, principal office address, capital structure, and the names and details of the incorporators and directors.
  • Obtain a Treasurer’s Affidavit, which states that the required paid-up capital has been subscribed and paid.
  • Secure required clearances, licenses, or permits from relevant government agencies, depending on the nature of the business.
  • File the required documents with the SEC and pay the necessary fees.
  • Obtain a business permit from the local government unit where the business will operate.
  • Register the corporation with the Bureau of Internal Revenue (BIR), Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (HDMF or Pag-IBIG Fund).
What are the requirements for incorporators and directors?
A domestic corporation must have at least five but not more than 15 incorporators and directors. Each incorporator must be a natural person, at least 18 years old, and hold at least one share in the corporation. A majority of the directors must be residents of the Philippines.
What is the minimum paid-up capital required for a domestic corporation?
The minimum paid-up capital for a domestic corporation is usually Php 5,000. However, depending on the nature and scope of the business, a higher paid-up capital may be required.
What are the ongoing compliance requirements for a domestic corporation?
A domestic corporation must comply with various reporting and tax requirements, including:

  • Annual submission of the General Information Sheet (GIS) to the SEC
  • Regular board and stockholders meetings, as provided in the By-laws
  • Filing and payment of corporate income tax, value-added tax (VAT) or percentage tax, and other applicable taxes with the BIR
  • Annual registration with the BIR and payment of the annual registration fee
  • Submission of financial statements to the SEC and BIR
  • Compliance with SSS, PhilHealth, and Pag-IBIG Fund regulations for employee benefits

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