How to Register a Business in the Philippines (DTI/SEC, BIR, and LGU Permits)

Philippine legal overview, written for founders, counsel, and compliance officers. Laws, forms, and fees change—verify current requirements with the issuing agencies before filing.

1) Pick the Right Legal Structure

Your registration path depends on the legal vehicle you choose:

Sole Proprietorship
- Best for: one-owner, low-risk ventures.
- Registrar: Department of Trade and Industry (DTI).
- Liability: owner is personally liable for all obligations.
Partnership (General or Limited)
- Best for: two or more co-owners sharing profits and responsibilities.
- Registrar: Securities and Exchange Commission (SEC).
- Liability: general partners are personally liable; limited partners’ liability is capped at their contributions.
Corporation
- Stock corporation (multi-shareholder) or One Person Corporation (OPC).
- Registrar: SEC.
- Liability: generally limited to capital contributions.
- Notes (Revised Corporation Code):
  - OPC allows a single stockholder who is also the sole director.
  - Ordinary corporations have 2–15 directors; President must be a director; Corporate Secretary must be a Philippine resident and citizen; Treasurer must be a resident.
Foreign Entities
- May set up a subsidiary, branch, or representative office (rep offices cannot earn income locally).
- Ownership of certain industries is limited by the Constitution, sectoral statutes, the Foreign Investments Act (FIA), and the latest Foreign Investment Negative List (FINL). Public services rules were liberalized in recent amendments, but restrictions persist in specific sectors (e.g., mass media, certain professions). Assess capital/remittance thresholds (e.g., rep office remittance, export-enterprise carve-outs) before choosing a vehicle.

2) Name Clearance and Registration

A. Sole Proprietorship: DTI Business Name Registration

What it is: A business name (BN) license to use a trade name; it does not create a separate legal entity and is not a trademark.
Scope: choose Barangay/City/Regional/National coverage.
Validity: typically 5 years, renewable.
Key steps:
1. Prepare owner details, proposed business name(s), business address, and scope.
2. Ensure the name isn’t generic, misleading, or confusingly similar to an existing BN.
3. File via the DTI BNRS portal or at DTI offices; pay applicable fees.
4. Receive DTI Certificate of Business Name Registration.

Tip: If brand protection matters, file a separate trademark with the Intellectual Property Office of the Philippines (IPOPHL). DTI BN ≠ trademark.

B. Partnerships and Corporations: SEC Registration

What it is: Incorporation (or partnership formation) creates a juridical entity distinct from its owners (except OPC whose single stockholder is also the sole director).
Core documents:
- Name reservation/verification.
- Articles of Incorporation/Partnership (use SEC templates if eligible).
- By-laws (filed upon or shortly after incorporation—corporations other than OPC).
- Treasurer-in-Trust certificate / proof of paid-in capital and, for foreign investors, inward remittance evidence.
- Primary/secondary purposes must align with Philippine Standard Industry Classification (PSIC) and any sectoral licensing.
Post-incorporation SEC filings & books:
- General Information Sheet (GIS) within the prescribed period and annually thereafter.
- Maintain minutes book, stock and transfer book, membership/partners’ ledger as applicable.
- Disclose and keep records of beneficial ownership per SEC rules.
Foreign forms:
- Branch (income-earning, taxed in PH on Philippine-sourced income), or Representative Office (cost center, no local income; requires minimum remittance). Each has distinct documentary and capitalization requirements.

3) National Tax Registration with the BIR

Everyone—DTI or SEC—must register with the Bureau of Internal Revenue (BIR).

When to register: Under the Tax Code, registration is due before the first sale/issuance of invoice/OR or within the prescribed period from the start of business (whichever is earlier). Don’t transact before registration.
Where: Revenue District Office (RDO) with jurisdiction over your principal place of business (or where you are domiciled, for home-based sole props).

A. Forms & Identification

TIN: Secure a Taxpayer Identification Number (one TIN per lifetime).
Application form:
- Individuals (sole proprietors/professionals): BIR Form 1901 (or successor).
- Non-individuals (corporations/partnerships): BIR Form 1903 (or successor).
Certificate of Registration: BIR Form 2303 (naming your tax types/obligations).
Books of Accounts: Choose manual, loose-leaf, or computerized (permit/acknowledgment required for non-manual). Register initial books with the RDO.
Invoicing/Receipting:
- Apply to print or use official receipts (ORs) and sales invoices (SIs), or secure authority for POS/CAS and electronic invoicing where applicable.
- Issue an OR (for services) or SI (for sale of goods) for every sale; display the BIR notice to issue receipts/invoices.
Tax Types to enroll in (typical):
- Income Tax (individual or corporate).
- VAT or Percentage Tax (evaluate the ₱3,000,000 VAT threshold; voluntary VAT registration is possible if beneficial).
- Withholding Taxes (on compensation; expanded withholding on purchases from suppliers, if applicable).
- Excise Tax (only for excisable goods/services).
E-filing/e-payment: Enroll in eBIRForms or eFPS as required; pay through authorized channels. Some sectors/entities must use e-invoicing systems—check your coverage.

Practical sequencing: SEC/DTI certificate → local permits (often required by banks/landlords) can proceed in parallel with BIR registration, but don’t issue receipts or sell until your BIR obligations (2303, books, invoicing authority) are in place.

4) Local Government Unit (LGU) Permits

Most businesses need approvals from Barangay, City/Municipality (through the Business Permits and Licensing Office or BPLO), the Bureau of Fire Protection (BFP), and local health/zoning/building offices.

Barangay Clearance: Usually first local step; provides community clearance for your address.
Business/Mayer’s Permit: Issued by the city/municipality BPLO after compliance with:
- Zoning/Locational Clearance (confirm your business is allowed at the address; important for home-based or mixed-use areas).
- Occupancy/Building Permits (especially for new/renovated premises).
- Sanitary Permit and Health Certificates for food-handling and similar businesses.
- Fire Safety Inspection Certificate (FSIC) from the BFP (extinguisher, signage, exits, electrical assessment, etc.).
- Environmental clearances where applicable (e.g., ECC/CNC for projects with environmental impact).
- Signage Permit (if you will install outdoor signs).
- Lease Contract, Landlord authorization, or Proof of ownership of premises.
- CTC/Cedula and local assessments (local business taxes and regulatory fees).
Renewal cycle: LGU business permits are renewed annually (commonly in January). BFP and sanitary inspections typically recur.

Zoning check before you sign a lease. Many denials stem from incompatible use or parking/load-limit constraints in your chosen building or street.

5) Employer Set-ups (if you’ll hire)

SSS, PhilHealth, Pag-IBIG Fund: Register as an employer; enroll all employees; remit monthly contributions and loan amortizations (if any) on schedule.
DOLE Establishment Report (Rule 1020): File within 30 days from start of operations if you employ workers.
Occupational Safety & Health (OSH): Comply with DOLE OSH Standards (appoint trained Safety Officer, First Aider, conduct mandatory trainings, provide PPE, and maintain accident logs).
Payroll & Withholding: Register appropriate withholding tax types with BIR; remit and file returns on statutory due dates; issue BIR Form 2316 to employees annually; comply with 13th-month pay and leave policies under labor law.

6) Typical Document Checklist (by Agency)

DTI (Sole Proprietor)

Valid ID of owner
Proposed business name(s), scope (barangay/city/region/national)
Business address and activity
Payment of fees

SEC (Partnership/Corporation/OPC/Branch/Rep Office)

Name reservation
Articles of Incorporation/Partnership (or SEC forms for OPC)
By-laws (except OPC) and Board/Organizational resolutions
Treasurer-in-trust affidavit; proof of capital/remittance
IDs and details of incorporators, directors/officers, resident agents
Foreign documents: apostilled/consularized, with translations if needed

BIR

DTI/SEC certificate; Mayor’s/Barangay permits (some RDOs allow parallel processing)
TINs of owners/officers
BIR Forms 1901/1903 (as applicable) and supporting docs
Lease/ownership documents for office/site
Books of accounts; application for ATP/POS/CAS
Valid IDs and board/partnership resolutions (non-individuals)

LGU/BPLO, Barangay, BFP, Health/Zoning

DTI/SEC docs, IDs, TIN
Lease/landlord consent or title/tax dec
Building permits/occupancy (as applicable)
Floor plan/site plan, photos
Sanitary, health, and fire safety documentation
Environmental clearance (as required)
Payment of local business taxes and regulatory fees

7) Taxes & Ongoing Compliance (High-level)

Income Tax:
- Individuals: graduated rates; optional 8% regime may apply to some non-VAT taxpayers under thresholds—model carefully.
- Corporations: regular corporate income tax; preferential rates may apply to qualifying small corporations; special rates under incentive laws.
VAT vs Percentage Tax:
- VAT: required once you exceed the ₱3,000,000 annual sales threshold (or earlier if you opt in).
- Percentage Tax: for eligible non-VAT taxpayers (rates and coverage change—check current rules).
Withholding Taxes: on compensation, on certain purchases (EWT), and on income payments subject to final tax; enroll, withhold, file, and remit correctly.
Invoicing: Issue OR/SI for every sale; adopt e-invoicing if covered.
Books & Recordkeeping: Keep tax and accounting records for the statutory retention period (commonly 10 years); ensure e-storage policies comply with BIR rules.
Annual/Periodic Filings:
- BIR: monthly/quarterly/annual returns for your registered tax types.
- SEC: AFS (if required) and GIS annually, plus event-driven disclosures.
- DTI BN: renew every 5 years.
- LGU Permits: renew annually; settle local business taxes and real property taxes (if you own property).

8) Sector-Specific and Special Licenses (Illustrative)

Depending on your line of business, you may also need:

FDA (foods, cosmetics, drugs, medical devices), DA-BAI/BFAR, DENR, DOE, DTI-BPS certifications.
DICT/NTC (telecoms/IT), BSP/SEC fintech or Insurtech approvals, IC for insurance intermediaries.
LTFRB/LTO (transport), ARTA one-stop centers (where available), PEZA/BOI for investment incentives.
Bureau of Customs accreditation for import/export.
DPA/NPC (privacy): designate a Data Protection Officer and register, if your processing activities cross thresholds or involve sensitive personal data at scale; implement privacy notices, consent, and security measures.

9) Foreign Ownership & Capitalization Notes (Quick Guide)

Export enterprises and technology-intensive firms may qualify for lower capitalization thresholds or full foreign ownership.
Domestic market enterprises with foreign ownership often need to meet minimum paid-in capital under the FIA (subject to exceptions).
Reserved activities: Some sectors are partially or fully reserved to Filipino citizens or corporations with required Filipino ownership (e.g., mass media; certain small-scale activities).
Public services vs. public utilities: Recent reforms opened many “public services” to higher foreign equity—check your exact activity classification.
Visas & appointments: Foreign directors/officers need appropriate visas and may trigger employer compliance.

10) Sequencing & Timelines (Practical Playbook)

Feasibility & Zoning Check (1–3 days): Confirm your intended address is zoned for your use; get landlord’s preliminary consent.
Name Clearance (same day to 1 day): DTI BN (sole prop) or SEC name reservation.
Constitute the Entity (varies): Draft AOI/By-laws (or use SEC templates/OPC forms); line up IDs, capital proofs, resident officers; submit to SEC or DTI.
Open Bank Account (post-DTI/SEC): Often requires DTI/SEC docs and IDs; corporations may open a treasurer-in-trust account during formation.
Local Permits (1–2+ weeks typical, depends on city/building): Barangay → BPLO (Mayor’s Permit) with BFP, sanitary, zoning/occupancy, signage.
BIR Registration (several days once documents complete): Secure 2303, register books, and get authority for invoices/receipts/POS/CAS.
Employer Registrations & DOLE (parallel with step 6 if hiring).
Start Operations only after BIR invoicing authority and local permits are in hand.

Many LGUs now run one-stop shops; some steps can be parallelized. Always confirm current cut-off dates for annual renewals.

11) Common Pitfalls (and How to Avoid Them)

Signing leases before zoning confirmation → Do a location clearance first.
Using a catchy DTI BN that infringes a trademark → Run a preliminary IP search and consider IPOPHL registration.
Transacting before BIR registration/authority to print → No sales/receipts before 2303 and invoicing authority.
Wrong tax type (VAT vs Percentage) → Model revenues vs input taxes; consider voluntary VAT if supply chain is VAT-heavy.
Missing SEC GIS/AFS deadlines → Calendar all statutory dates; designate a responsible corporate officer.
Underestimating fire/sanitary requirements → Engage building admin early; budget for fit-out compliance.
Data privacy ignored → Appoint a DPO, map data flows, implement privacy notices and security baselines.

12) Special Cases

Home-based/Online Sellers: Still require DTI (or SEC), BIR, and LGU registrations where the principal place of business is located; comply with consumer protection and invoicing rules; check homeowners/condo rules for business use.
Shared spaces/Virtual offices: Allowed if you can prove principal address, signage policy, and BPLO acceptance; ensure you can receive notices and inspections.
PEZA/BOI Enterprises: Register with the investment promotion agency for incentives; expect parallel BIR and LGU compliance (some processes facilitated in ecozones).
Non-profit/Foundations: SEC registration under non-stock rules; distinct tax treatment and possible tax-exempt applications (subject to stringent requirements).

13) Closing, Suspension, or Moving Your Business

LGU: Retire Barangay and Mayor’s permits; settle local taxes.
BIR: File updates/closure application; inventory and surrender unused ORs/SIs/POS; close books and final returns; secure BIR tax clearance.
SEC (non-individuals): For dissolution/merger or seat change, file the appropriate SEC forms and clearances; publish or notify as required.
Employees/Statutory bodies: Final pay, separation benefits, and clearances; update SSS/PhilHealth/Pag-IBIG; DOLE notifications where applicable.

14) Quick Start Checklists

Sole Proprietor (Service business, home-based)

DTI BN (5-year validity)
Barangay Clearance → Mayor’s Permit (zoning/sanitary/fire as required)
BIR: 1901, TIN (if none), 2303, books, OR authority/printing or e-receipts
SSS/PhilHealth/Pag-IBIG (if hiring); DOLE Rule 1020
Trademark filing (optional but recommended)

OPC/Corporation (SME retailer)

SEC name reservation → AOI (OPC form), nominate resident officers
Bank treasurer-in-trust account; inward remittance proof (if foreign capital)
SEC Certificate of Incorporation → GIS
Barangay → BPLO (Mayor’s Permit) + BFP + sanitary + signage
BIR: 1903, 2303, books, SI/OR authority or POS/CAS
SSS/PhilHealth/Pag-IBIG employer registration; DOLE Rule 1020
Lease compliance (fit-out permits, occupancy), privacy notices (if collecting personal data), IPOPHL trademark

15) Final Notes & Good Practices

Governance: Hold an organizational meeting; adopt board/OPS manuals; maintain minutes and share ledgers.
Contracts: Use compliant templates (sales, supplier, data processing, employment).
Privacy & Cyber: Draft a privacy notice, data retention policy, and incident response plan; implement basic cyber hygiene.
Calendaring: Centralize all renewals (LGU in January, SEC GIS/AFS, BIR periodic returns) in a compliance calendar.
Advisers: A few hours with a local lawyer or accountant early on often saves months later.

This article reflects commonly applied rules and practices in the Philippines. Because agencies routinely update forms, portals, and fees, always confirm the latest requirements with DTI, SEC, BIR, and your LGU before filing.