Starting a business in the Philippines often leads to a fork in the road: should you remain a sole proprietor or scale into a corporation? Under the Revised Corporation Code of the Philippines (Republic Act No. 11232), the process has been modernized to encourage entrepreneurship, notably allowing for the creation of a One Person Corporation (OPC).

Here is a comprehensive guide to the legal and administrative requirements for incorporating in the Philippine jurisdiction.

1. Defining the Entity

Before filing, you must determine the structure of your corporation. The Revised Corporation Code (RCC) removed the minimum requirement of five incorporators; today, a corporation can be formed by one to fifteen individuals.

Stock Corporation: Capital stock is divided into shares and distributed to stockholders through dividends.
Non-Stock Corporation: Formed for public purposes (charitable, religious, educational) where no part of the income is distributed as dividends.
One Person Corporation (OPC): A stock corporation formed by a single stockholder who is also the sole director and president.

2. Reservation of Corporate Name

The first step is verifying the availability of your desired name through the Securities and Exchange Commission (SEC) Company Registration System (CRS).

Rule of Distinguishability: The name must not be identical, deceptively similar, or contrary to law.
Suffix Requirements: It must contain the terms "Corporation," "Incorporated," "Corp.," or "Inc." (or "OPC" for One Person Corporations).

3. Preparation of Registration Documents

Once the name is reserved, you must draft and submit the primary "constitution" of your business.

Articles of Incorporation (AOI)

The AOI is the fundamental document that defines the corporation's purpose and structure. It must include:

Corporate Name
Specific Purpose Clause: What the business actually does.
Principal Office Address: Must be located within the Philippines.
Term of Existence: Under the RCC, corporations now have perpetual existence unless the AOI states otherwise.
Names and Details of Incorporators: Their nationalities and residences.
Capital Structure: The amount of authorized capital stock, the number of shares, and the par value.

Bylaws

While the AOI defines the "what," the Bylaws define the "how." This document outlines the internal rules for governance, including:

Schedules for annual meetings.
Duties of directors and officers.
Procedures for transferring shares.
Voting requirements.

4. Capitalization Requirements

Generally, the RCC has removed the minimum capital stock requirement for stock corporations, unless specifically required by special laws (e.g., banks, insurance companies, or recruitment agencies).

Foreign Equity: If the corporation has foreign ownership, it must comply with the Foreign Investments Act. Depending on the industry and the "Negative List," a minimum paid-in capital of $200,000 USD may be required if the business is domestic-market oriented.

5. The SEC Registration Process

The application is primarily handled through the SEC’s online portal.

Online Filing: Upload the signed and notarized AOI, Bylaws, and Treasurer’s Affidavit.
Payment of Fees: Registration fees are typically calculated based on the authorized capital stock.
Issuance of Certificate of Incorporation: Once the SEC reviews and approves the documents, they issue the Certificate of Incorporation. This is the moment the corporation acquires a legal personality distinct from its stockholders.

6. Post-Incorporation Requirements (The "Secondary" Licenses)

Registration with the SEC does not mean you can start operations immediately. You must navigate the "LGUs" and other agencies:

Barangay Clearance: Obtained from the local district where the office is located.
Mayor’s/Business Permit: Obtained from the City or Municipal Hall. This involves inspections from the Bureau of Fire Protection and the Health Department.
Bureau of Internal Revenue (BIR): You must register the corporation for a Tax Identification Number (TIN), pay the Annual Registration Fee, and have your Books of Accounts stamped.
Mandatory Employer Registrations: If hiring employees, the corporation must register with:
SSS (Social Security System)
PhilHealth (Philippine Health Insurance Corp)
Pag-IBIG (Home Development Mutual Fund)

7. Ongoing Compliance

To maintain "Good Standing," a corporation must submit annual reports to the SEC:

General Information Sheet (GIS): Filed within 30 days of the annual stockholders' meeting.
Annual Audited Financial Statements (AFS): Stamped by the BIR and filed with the SEC.

Summary Table: Incorporator Requirements

Feature	Ordinary Stock Corp	One Person Corp (OPC)
Number of Incorporators	2 to 15	1
Corporate Secretary	Must be a Filipino Citizen	Must be a Filipino Citizen (cannot be the owner)
Treasurer	Can be the President	Must be a resident; needs a surety bond
Term	Perpetual	Perpetual

Next Step

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