This article is for general information in the Philippine context and is not a substitute for legal, tax, or accounting advice. Requirements can vary by industry, address, and current implementing rules; always confirm with the specific government office handling your application.

I. The “Registration Stack” in the Philippines

Registering a business in Manila typically means completing four layers of compliance:

Name and legal entity registration
- DTI for sole proprietorship business name
- SEC for partnerships and corporations (including One Person Corporation)
- (Other regimes exist: CDA for cooperatives; some professionals register differently)
Tax registration with the BIR (invoicing/receipts, books, authority to print or e-receipts, tax types)
Local government permits in the City of Manila (Mayor’s/Business Permit and ancillary clearances)
Other operational registrations depending on your situation
- Employer registrations (SSS, PhilHealth, Pag-IBIG)
- Labor compliance (DOLE requirements)
- Regulatory licenses (e.g., FDA, LTFRB, DTI-FTEB for online platforms sometimes, BSP for certain financial activities, etc.)

A useful way to think about it: DTI/SEC tells the world who you are, BIR tells the government how you’ll be taxed, and Manila LGU tells you whether you may operate at your location.

II. Choose the Right Business Form (This Determines DTI vs SEC)

A. Sole Proprietorship (DTI + BIR + Manila Permits)

Who owns it: One individual Liability: Owner is personally liable for business obligations (unless protected by specific laws/structures, which are limited) Best for: Small businesses with low risk, small capital, simple operations

Registration anchor: DTI Business Name registration (plus local permits and BIR)

B. Partnership (SEC + BIR + Manila Permits)

Who owns it: Two or more partners Liability: Varies by type (general vs limited partnership), but general partners typically have personal exposure Best for: Two or more owners wanting contractual flexibility

Registration anchor: SEC partnership registration

C. Corporation (SEC + BIR + Manila Permits)

Who owns it: Shareholders (can be one person for One Person Corporation) Liability: Generally limited to investment (subject to exceptions like piercing the corporate veil, personal guarantees, tax and labor liabilities in some cases) Best for: Higher-risk businesses, scalable ventures, outside investors, regulated industries, larger operations

Registration anchor: SEC corporation registration (under the Revised Corporation Code)

Common corporate types:

Stock corporation (for profit)
Non-stock corporation (non-profit: foundations, associations, etc.)
One Person Corporation (OPC) (single shareholder)
Branch office / Representative office / Regional HQ (for foreign companies, with special rules)

D. Professionals and Mixed Practice

If you are a licensed professional (e.g., lawyer, doctor, architect), you may operate:

as a sole proprietor (DTI optional depending on branding), or
through a partnership/corporation where allowed by professional regulation, but professional practice restrictions may apply.

III. Step 1 — Name and Entity Registration

A. DTI Registration (Sole Proprietorship)

1) What DTI registration is—and is not

It registers your business name for a sole proprietorship.
It does not create a separate legal person.
It does not replace BIR or Mayor’s Permit requirements.

2) Key practical points

Your business name must follow DTI rules on distinguishability and prohibited terms.
You choose a scope (often city/region/national in practice, depending on DTI’s system settings).
Use consistent spelling and punctuation across all registrations to avoid mismatches later.

3) Common pitfalls

Registering a name that later conflicts with trademark rights (DTI registration is not a trademark registration).
Using a name on signage/marketing that differs from the registered business name.

Tip: If brand protection matters, consider trademark registration (usually with IPOPHL).

B. SEC Registration (Partnerships and Corporations)

1) What SEC registration does

SEC registration creates or recognizes the juridical entity (partnership/corporation), sets its authorized structure, and establishes its governance framework.

2) Core documents (typical)

Corporation:
- Articles of Incorporation
- By-Laws (or filed within the period allowed under the Revised Corporation Code)
- Treasurer’s affidavit / statements on capital (as applicable)
- For OPC: OPC-specific requirements (e.g., nominee/alternate nominee concept)
Partnership:
- Articles of Partnership

3) Address and ownership details matter

Your declared principal office address (e.g., in Manila) will affect:

where you get local permits,
where you register for BIR,
and sometimes what local clearances you must obtain.

4) Corporate housekeeping begins immediately

After SEC registration, corporations must keep up with ongoing obligations such as:

maintaining corporate records and minutes,
submitting required reports to the SEC (varies by classification),
updating SEC on key changes (address, officers, capital structure, etc.).

Practical caution: Non-compliance can lead to penalties and complications in later transactions (banking, investor due diligence, permit renewals).

IV. Step 2 — BIR Registration (Tax Compliance Foundation)

BIR registration is not just “getting a TIN.” It includes tax type registration, invoicing authority, books of accounts, and withholding obligations if you pay certain incomes.

A. Who registers with BIR?

DTI sole proprietors
SEC partnerships/corporations
Branches and other business forms
Professionals

B. What you typically secure from the BIR

Taxpayer identification and registration of business (linking your business to the correct Revenue District Office)
Registration of books of accounts (manual/loose-leaf/computerized depending on your system and approvals)
Authority to print (ATP) invoices/receipts or approval for official invoicing method
Registration of taxes you are liable for (income tax, business tax like VAT or percentage tax, withholding taxes, etc.)

C. Typical BIR “building blocks” (conceptual)

Your BIR setup depends on these variables:

1) Taxpayer type

Individual (sole proprietor/professional) vs. juridical entity (corporation/partnership)

2) Business taxes

VAT (if required by law due to threshold or nature of business) or
Non-VAT business tax regime (often percentage tax for those not VAT-registered, subject to eligibility and current rules)

3) Withholding obligations

If you pay any of the following, withholding may apply:

salaries and wages,
rent,
professional fees,
suppliers/contractors (in certain cases),
commissions, and others depending on classification.

4) Invoicing/receipting and bookkeeping

BIR is strict about:

issuing registered invoices/official receipts (as required),
keeping compliant books,
maintaining substantiation for deductions and input taxes (if VAT-registered).

D. Employees: when BIR becomes more complex

Once you hire staff, you may need:

payroll registration,
withholding on compensation,
year-end reporting and annualization,
and compliance with labor and social agencies.

E. Common BIR risk areas

Mismatch of registered address vs actual place of business (also affects Manila permits)
Using unregistered invoices/receipts
Late registration/update of books or invoicing authority
Withholding tax errors (wrong rates, late remittance, missing certificates)

Practical tip: Many registration delays happen because of inconsistent name/address details across DTI/SEC, lease documents, and LGU clearances.

V. Step 3 — City of Manila Local Permits (Mayor’s/Business Permit and Ancillary Clearances)

In Manila, your ability to lawfully operate at a specific location hinges on the Mayor’s Permit / Business Permit, supported by local clearances. Local government authority is primarily grounded in the Local Government Code (RA 7160), implemented through city ordinances.

A. Typical Manila permit flow (high-level)

While exact steps can vary depending on Manila’s current system and the nature of your business, the process commonly involves:

Barangay Clearance (where the business is located)
Locational clearance / Zoning compliance (ensuring the activity is allowed in that zone)
Fire Safety Inspection and issuance of the relevant fire safety clearance/certificate (BFP process interacts with business permitting)
Sanitary permit / Health clearance (especially for food, hospitality, salons, clinics, etc.)
Business Permit application with Manila City Hall (submission of requirements, assessment of fees, payment, release)

B. What Manila typically cares about (substance, not just paperwork)

Exact business activity classification (this drives your fee assessment and which ancillary permits you need)
Floor area and location (fees and compliance obligations may depend on these)
Proof of right to use the location (lease contract, ownership documents, consent)
Community and safety compliance (barangay issues, fire safety, sanitation)

C. Common ancillary permits/requirements (by business type)

You may encounter:

Signage permit (if you will install signs)
Occupational permit / health certificates for employees (common in service businesses)
Environmental requirements for certain operations (e.g., generators, waste, fumes, industrial processes—often coordinated with national agencies but may be reflected in city requirements)
Special permits for regulated activities (liquor, hotels, certain entertainment venues), depending on ordinances and national rules

D. Home-based and online businesses in Manila

Even if you sell online:

You may still need a Mayor’s Permit if you are operating from a Manila address and storing inventory, receiving clients/couriers, or otherwise conducting business activities there.
Zoning and barangay rules can be decisive for home-based operations (e.g., restrictions in residential areas).

Tip: Align your declared activity with what you actually do. If you declare “consultancy” but operate a “food business,” you risk inspection problems and penalties.

VI. Step 4 — Other Registrations Most Businesses Need

A. Employer registrations (when hiring)

If you have employees, you generally must register and comply with:

SSS
PhilHealth
Pag-IBIG and meet ongoing remittance and reporting requirements.

B. Labor and workplace compliance (DOLE-related)

Depending on headcount and setup, businesses may need:

written policies, notices, and postings,
wage and time records,
compliance with occupational safety and health standards,
and other labor standards documentation.

C. Data privacy (when handling personal data)

If you collect customer or employee personal data (even basic data like names, addresses, IDs), you should comply with the Data Privacy Act (RA 10173):

implement privacy notices,
secure data,
maintain lawful basis for processing,
and establish breach response practices.

VII. Industry-Specific Licenses (Examples)

Some activities require additional national or specialized permits beyond DTI/SEC/BIR/Manila:

Food, cosmetics, drugs, medical devices: often implicate FDA licensing
Import/export: may require Bureau of Customs registration and related accreditations
Construction and contracting: may involve licensing and project-specific permits
Transportation services: may implicate LTFRB/LTO regimes
Financial services, lending, payment services: may implicate BSP and/or SEC secondary licenses
Tourism-related enterprises: may have DOT-linked accreditation aspects
Real estate brokerage and developers: may involve DHSUD/other requirements

If your business is regulated, the correct sequence matters: some regulators require proof of SEC/BIR and/or local permits first, while others require preliminary approvals.

VIII. Timing, Sequencing, and the Ease of Doing Business Framework

The Ease of Doing Business and Efficient Government Service Delivery Act (RA 11032) pushes government offices toward streamlined, time-bound services and encourages one-stop shops. In practice, however, processing times still depend on:

completeness and consistency of documents,
inspection schedules,
business activity risk category,
and the city’s current system (online/hybrid/manual).

Practical sequencing (common approach):

Secure legal entity (DTI or SEC)
Prepare location documents (lease/ownership, barangay endorsement feasibility)
Apply for Manila permits (often requires proof of entity)
Complete BIR registration (can be parallel in some cases, but invoicing authority and RDO registration often need stable address details)
Open bank accounts and register employer agencies (as needed)

Many businesses do BIR and Manila in overlapping steps, but your paperwork must stay consistent.

IX. Document Checklist (Practical)

A. Common documents you should prepare early

Valid government IDs of owner(s)/signatories
Proof of address and right to use premises:
- lease contract + lessor documents, or
- title/tax declaration (if owned), as applicable
Clear description of business activity (primary and secondary)
Sketch/map/location details (often requested in local permitting)
Photos of the premises/signage plans (sometimes requested)

B. Entity documents

DTI Certificate (sole prop) or SEC Certificate (partnership/corporation)
For corporations: basic corporate documents and signatory authorizations (board resolutions/secretary’s certificate as needed for banks and some registrations)

C. BIR-facing operational choices

Decide early:
- VAT vs non-VAT (based on eligibility/requirements)
- invoicing method and printer (if applicable)
- accounting/bookkeeping approach

X. Fees, Taxes, and Renewals: What to Expect Conceptually

A. Local renewals (Manila)

Business permits are commonly renewed annually (typical LGU practice), with deadlines set by ordinance and penalty structures for late renewal. Your annual renewal often repeats:

assessment,
payment,
and updated clearances/inspections for certain businesses.

B. BIR compliance is continuous

After registration, you must file and/or pay taxes depending on your registration:

monthly/quarterly/annual filings (varies)
withholding remittances (if applicable)
annual income tax returns and financial statements (especially for corporations and some taxpayers)

C. SEC compliance (for corporations/partnerships)

Entities often must submit periodic reports and maintain updated records. Non-compliance can result in penalties and difficulties when dealing with banks, investors, or government transactions.

XI. Common Mistakes That Create Delays or Penalties

Inconsistent names and addresses across DTI/SEC, lease contracts, BIR registration, and Manila permits
Wrong business activity classification (leads to incorrect fees, missing ancillary permits, or inspection failures)
Signing documents without proper authority (especially for corporations—board resolutions/authorized signatories matter)
Starting operations without valid invoices/receipts and local permits
Ignoring withholding tax obligations when paying rent, professionals, or employees
Assuming “online” means “no permits needed”
Late renewals (LGU and regulatory renewals can accrue penalties)

XII. Practical “Manila Registration” Roadmap (End-to-End)

Scenario 1: Sole Proprietorship in Manila (Retail/Services)

Register business name with DTI
Secure lease/ownership documents and confirm zoning feasibility
Get Barangay Clearance
Proceed with Manila’s Business Permit process (including fire/sanitary as applicable)
Register with BIR (tax types, invoicing authority, books)
If hiring: register with SSS/PhilHealth/Pag-IBIG and set up payroll compliance

Scenario 2: Corporation/OPC in Manila

Register entity with SEC
Organize internal corporate documents (officers, signatories, records)
Secure location documents; obtain Barangay Clearance
Complete Manila Business Permit and ancillary clearances
Register with BIR under the corporation’s details; set up invoicing and books
Employer and operational registrations as needed

XIII. When to Get Professional Help

Consider consulting a lawyer and/or CPA if:

you are choosing between sole prop vs partnership vs corporation for liability and tax planning reasons,
you have foreign ownership/partners or plan to bring in investors,
your business is regulated (food, health, finance, transportation, construction, etc.),
you will lease a location with complex terms or need contract review,
you will operate multiple branches (multi-location BIR and LGU implications),
you need to structure employment and compensation properly.

XIV. Key Laws and Policy Anchors (Philippine Context)

While implementing rules evolve, the legal backbone commonly involves:

Revised Corporation Code (corporate forms, OPC, governance)
National Internal Revenue Code (Tax Code) and BIR issuances (tax registration and compliance)
Local Government Code (RA 7160) and Manila ordinances (business permitting and local fees)
Ease of Doing Business Act (RA 11032) (service standards and streamlining)
Data Privacy Act (RA 10173) (personal data handling)

XV. Bottom Line

To legally operate a business in Manila, you typically need:

the correct entity/name registration (DTI for sole prop or SEC for partnership/corporation),
BIR registration that matches your real operations (tax types + invoicing + books),
Manila local permits (Mayor’s/Business Permit and required clearances), and
ongoing compliance (renewals, tax filings, and regulatory duties).

If you tell me your business type (e.g., café, online selling, consultancy), exact Manila location (barangay), and whether you’ll hire employees, I can lay out a tailored checklist and the usual sequencing for that specific scenario.