Here’s a practitioner-grade, Philippines-focused explainer you can use to plan a setup, brief counsel, and compile bank/KYC packs. It blends incorporation, post-registration, and corporate banking compliance—end-to-end.

Philippine Company Incorporation and Corporate Banking Compliance Requirements

1) Big picture

Three tracks run in parallel: (a) legal formation with the Securities and Exchange Commission (SEC) or other registry; (b) tax & local permits with BIR/LGUs and social agencies; and (c) banking/AML onboarding (KYC, beneficial ownership, FX/source-of-funds, sanctions).
The Revised Corporation Code (RCC) modernizes corporate rules (e.g., One Person Corporation, no general minimum capital, more flexible directors/officers), while AML and data privacy regimes drive banking/KYC depth.
Foreign participation is shaped by the Foreign Investments Act (FIA), the Foreign Investment Negative List (FINL) and special sector laws. Always check if your activity is fully open, capped, or license-bound.

2) Pick the right vehicle

A. Domestic corporations (stock, for-profit)

Owners: 2–15 incorporators (natural or juridical).
Board: 2–15 directors (no general “resident-majority” rule under the RCC).
Officers: President (must be a director), Treasurer (need not be a director), Corporate Secretary (must be a Filipino citizen and resident); Compliance Officer for certain regulated companies.
Capital: No general minimum (subject to special laws or foreign-ownership rules).
Shares: No bearer shares; keep a Stock & Transfer Book.

B. One Person Corporation (OPC)

Single stockholder (natural person, trust, or estate); no by-laws.
Must appoint: Corporate Secretary (Filipino citizen/resident and cannot be the single stockholder), Treasurer (the single stockholder may act as Treasurer with a bond as required), and nominee/alternate nominee to take over upon death/incapacity.

C. Non-stock (foundations/associations)

Trustees: Usually 5–15.
Suitable for non-profit purposes; “Foundation” label has additional documentary/asset requirements.

D. Foreign juridical presence (no separate PH corporation)

Branch Office: Derives income in PH; typically subject to capital/paid-in thresholds under FIA if domestic-market.
Representative Office: No income from PH sources; support-funded by head office; inward remittance required.
RHQ/ROHQ: Regional support/operating hubs for affiliates; check current tax/incentive regimes before choosing.

3) Foreign ownership & market-entry checkpoints

Activities fully open: generally allowed up to 100% foreign equity.
Activities partly restricted: follow the FINL or special laws (e.g., mass media, land ownership, certain public utilities).
Domestic Market Enterprise (DME) with >40% foreign equity: commonly triggers a minimum paid-in capital (historically US$200,000, reducible to US$100,000 if using advanced technology or employing a large number of Filipinos).
Export Enterprise (≥60% export): typically exempt from DME minimum capital rules.
Sector licenses may be required (banking, insurance, securities dealership, fintech, telco/public services, schools, pharma, etc.).
Special zones/incentives (PEZA, BOI, CDC, SBMA, BARMM/RBOI): separate registrations and conditions.

Tip: Map your NAICS/PSIC activity to the FINL and any sector law before drafting articles of incorporation—this avoids name/object rejections and bank KYC delays.

4) Incorporation workflow (SEC)

Name clearance & primary purpose
- Prepare a crisp primary purpose (match sector lexicon); some words are protected (e.g., “bank,” “insurance,” “investment house,” “foundation,” “university,” etc.).
Articles & By-laws (OPC: no by-laws)
- Fix principal office address (Barangay to City/Municipality level).
- State authorized capital, subscription, paid-in (see FIA rules for foreign equity).
- Identify officers; Corporate Secretary must be Filipino citizen/resident.
Treasurer-in-Trust (TITF) statement
- Sworn undertaking that paid-in capital is received and held in trust for the corporation (banks may still ask for a bank deposit certificate later).
Upload KYC/IDs and proofs
- Directors/officers’ government IDs, tax numbers (if already issued), and foreign owners’ passports.
SEC Certificate of Incorporation
- Once issued, you exist as a juridical person.

Post-incorporation SEC duties

General Information Sheet (GIS): file initially (and every year within 30 days of the actual annual meeting).
Audited Financial Statements (AFS): file annually within SEC’s calendar for your fiscal year (and with BIR for the ITR).
Maintain books and records (minutes, STB, registries, contracts), and keep official email/contact on file for e-notices.

5) Tax and local permits (critical path for banking too)

BIR registration (TIN for the entity)
- File the appropriate BIR form (corporations typically 1903); pay registration fee; obtain BIR Certificate of Registration (Form 2303).
- Register books of accounts (manual/loose-leaf/CAS), and secure Authority to Print (ATP) invoices/receipts or register your e-invoicing/OR solution if applicable.
- Track withholding/VAT/percentage obligations and annual income tax deadlines.
LGU permits
- Barangay Clearance → Mayor’s/Business Permit (city/municipality).
- Zoning, fire safety, sanitary, and lease/occupancy papers as required.
Social agencies (for employees)
- SSS, PhilHealth, Pag-IBIG employer registration and monthly remittances.
Data Protection
- Appoint a Data Protection Officer, draft a Privacy Manual, and—if your processing meets thresholds—register with the National Privacy Commission.

Banks often require copies of your BIR 2303, Mayor’s Permit, and proof you’re operational at your stated address.

6) Corporate governance & officer rules that matter to banks

Corporate Secretary: must be Filipino citizen and resident; attests board/stockholder resolutions and specimen signature cards.
President: must be a director; often an authorized signatory.
Treasurer: custodian of funds; may be asked to attest source of paid-in capital.
No bearer shares; banks will ask for the ultimate beneficial owner(s) (UBO)—typically anyone owning/controlling ≥25% or otherwise exercising control.
Keep your Stock & Transfer Book updated; banks sometimes sample it for UBO/KYC.

7) Opening a corporate bank account (what banks actually ask for)

A. Standard onboarding pack

SEC Certificate of Incorporation (or SEC license for a foreign branch/rep office).
Articles of Incorporation & By-laws (or OPC constitutive docs).
Latest GIS (initial and most recent).
BIR 2303 (Certificate of Registration).
Mayor’s/Business Permit (or application/official receipt if within grace period).
Board Resolution / Secretary’s Certificate authorizing the account, naming authorized signatories, approval levels (singly/jointly), and the relationship manager authority to verify.
IDs/KYC of directors, officers, authorized signatories, and UBOs (government IDs/passports; TINs for residents).
Proof of address (lease/utility/bill).
Specimen signature cards (wet or e-signed per bank policy).
Source-of-funds/wealth explanations for paid-in capital (subscription agreements, remittance slips, loan documents).
Foreign owners: apostilled/consularized corporate documents; ownership chain up to natural persons.

B. FATCA / tax self-certification

Banks will ask you to self-classify (e.g., Active/Passive NFE (NFFE), financial institution, etc.) and collect W-8 or equivalent forms.
If any U.S. indicia (e.g., U.S. ownership/control, officers, or signatories), expect additional forms.
Some groups also collect CRS/AEOI self-certifications—be ready to disclose tax residencies of controlling persons.

C. AML red flags to preempt

Complex ownership chains with no clear UBO → prepare ownership charts and registry extracts.
Cash-heavy business models → have policies on cash handling and internal controls.
PEP (politically exposed person) links → provide declarations and enhanced CDD info.
Foreign currency capital → keep inward remittance proofs and, if applicable, bank registration for foreign investment to support future repatriation/dividends under FX rules.

D. Typical special asks

For foreign branches/rep offices: proof of inward remittance and resident agent appointment.
For OPCs: Treasurer’s bond (if single stockholder is Treasurer) and nominee/alternate nominee designations.
For regulated sectors: copies of BSP/IC/SEC market licenses or proof of application.

8) Beneficial ownership & transparency (SEC + banks)

File an accurate GIS disclosing UBOs (natural persons who ultimately own/control). Keep supporting records (IDs, ownership chain, control arrangements).
Timely updates: reflect changes in officers, directors, or ownership; banks may ask for updated GIS before activating services or increasing limits.
Maintain a beneficial ownership register internally; align it with what the bank has on file.

9) Anti-Money Laundering (AMLA) touchpoints for companies

As a customer of a bank, you must provide true, complete KYC/UBO information and cooperate in ongoing due diligence (ODD).
If your business is itself a “covered person” (e.g., real estate developers/brokers above specified thresholds, jewel/precious metals dealers, casinos/POGO service providers, certain remittance/fintech models), you must:
- Register with AMLC, adopt a Money Laundering/Terrorist Financing Prevention Program, appoint a Compliance Officer, do CDD/EDD, maintain records, and file CTR/STR electronically.
Recordkeeping: expect 5-year retention (or longer if investigations are pending).
Sanctions screening: banks screen counterparties; you should have basic sanctions/restricted-party checks for vendors and payees to avoid payment blocks.

10) Foreign exchange (FX) and investment registration (when money crosses borders)

Keep proof of inward remittance for capital (bank credit advices, SWIFTs).
For future repatriation (dividends, sale proceeds, capital), coordinate with your Authorized Agent Bank (AAB) on any foreign investment registration they may require to sell FX for outward remittances efficiently.
Intercompany loans and royalties/fees with non-resident affiliates often need supporting contracts, transfer pricing documentation, and withholding tax compliance to pass bank checks.

11) Compliance calendar (core)

SEC GIS – file initially; then within 30 days of your actual annual meeting (stock/non-stock).
SEC AFS – file annually per SEC’s filing window for your fiscal year.
BIR monthly/quarterly returns – withholding/VAT/percentage as applicable; Annual ITR due on the 15th day of the 4th month after fiscal year end.
LGU – Mayor’s Permit renewal every January (typical).
SSS/PhilHealth/Pag-IBIG – monthly contributions; annual employer reconciliations as required.
Data Privacy – maintain a privacy program, DPO registration (if required), and breach reporting within the statutory window.

12) Articles, by-laws, and resolutions: bank-ready drafting tips

Primary purpose: mirror the activity you’ll do in the next 12–18 months; avoid vague, catch-all purposes in regulated sectors.
Authorized signatories: set single/joint signing matrices by amount and channel (branch, checks, online, SWIFT).
Treasurer-in-Trust: ensure the TITF affidavit names the bank and exact paid-in amount; many banks still request a deposit slip or certificate later.
Digital authority: include authorization to enroll in online banking, receive e-statements, and bind the company to digital T&Cs.
Specimen signatures: keep two alternates on file to avoid frozen operations during travel/illness.
UBO chart: attach a one-page org chart from the PH entity up to natural persons, with % holdings.

13) Special sectors & add-ons (quick scan)

Fintech/remittance/e-money/virtual assets: expect BSP licensing, IT risk management, capital, float safeguarding, and enhanced AML.
Insurance/Insurtech: Insurance Commission licensing; fit-and-proper tests for officers.
Securities dealing/fund management/crowdfunding: SEC Markets & Securities licensing; prospectus/registration or exemption.
Education, healthcare, pharma, energy, gaming: sector-specific permits and foreign equity caps/licensing.
Real estate: if selling/ brokering, prepare AMLA coverage (program, registration, CTR/STR on qualifying deals).

14) Common pitfalls (and how to avoid them)

Name/purpose mismatch → map to FINL/sector rules before filing.
No Filipino Corporate Secretary → bank onboarding stalls; appoint early.
Under-documented UBOs → bring registry extracts and apostilled corporate papers for each foreign layer.
Remitting capital after account opening without proof trail → pre-clear with bank; keep SWIFTs and credit advices.
Late GIS/AFS → triggers SEC flags; banks may freeze enhancements or reject loans.
Skipping BIR 2303/Mayor’s Permit → many banks won’t fully activate accounts without them.
Ignoring data privacy → collecting IDs/KYC without a Privacy Notice/DPO invites complaints and slows vendor/bank due diligence.

15) Quick checklists

A. Incorporation dossier

Name approval, Articles (+ By-laws unless OPC), TITF affidavit
IDs & TINs (or passport for foreigners), proof of principal office
Draft first Board Minutes (elect officers, banking authorities)

B. Regulatory registrations

SEC Certificate, GIS, AFS calendar
BIR 2303, books, ATP/e-invoicing setup
Mayor’s/Business Permit, Barangay, fire/sanitary
SSS/PhilHealth/Pag-IBIG employer numbers
DPO appointment & Privacy Manual (if applicable)

C. Bank onboarding pack

SEC Certificate, Articles/By-laws (or OPC docs), latest GIS
BIR 2303, Mayor’s Permit, lease/utility proof of address
Secretary’s Certificate/Board Resolution for account opening & signatories
IDs of signatories, directors, UBOs; ownership chart
FATCA/CRS self-certifications; source-of-funds evidence; inward remittance proofs (if foreign capital)

16) Sample Secretary’s Certificate (bank account opening)

SECRETARY’S CERTIFICATE I, [Name], of legal age, Filipino, Corporate Secretary of [Company Name], Inc., certify that at the meeting of the Board of Directors on [date], with quorum present, the following resolutions were duly adopted and remain in full force:

Banking Relationship. The Corporation is authorized to open and maintain deposit and electronic banking facilities with [Bank] (the “Bank”), including PHP and foreign currency accounts.

Authorized Signatories. The following are authorized to sign on behalf of the Corporation for deposits, withdrawals, fund transfers, and electronic transactions, in accordance with the following signing conditions: [list names, positions, and single/joint limits].

Online Banking. The [Officer/Title] is authorized to enroll and administer online banking channels and accept the Bank’s electronic terms and amendments.

Documents. The President and Corporate Secretary are authorized to sign and deliver all documents required by the Bank. IN WITNESS WHEREOF, I signed this [date] at [City]. (Signature over printed name) [Name], Corporate Secretary (Filipino citizen/resident)

17) Bottom lines

Choose the right vehicle and check foreign-ownership and sector rules up front.
Sequence filings: SEC → BIR/LGUs/social agencies → bank onboarding.
Build a clean UBO/KYC pack with an ownership chart and apostilled foreign docs where needed.
Keep a compliance calendar (GIS/AFS/BIR/LGU) and a privacy/AML awareness posture from day one.
For cross-border capital and payouts, preserve remittance trails and align with your AAB early.

Important disclaimer

This is general legal/compliance information for planning purposes; it is not legal advice. Specific requirements (forms, fees, thresholds, and filing windows) and sector rules change. For a live matter, consult Philippine counsel and your chosen bank’s onboarding team to tailor documents and timelines.