Registration Fees for Operating a Lending Business in the Philippines
A comprehensive legal‑practitioner’s guide (updated to July 29 2025)
1. Statutory & Regulatory Framework
| Instrument | Key Points for Fees |
|---|---|
| Republic Act No. 9474 (Lending Company Regulation Act of 2007, “LCRA”) | Requires every “lending company” (whether corporation, partnership, or sole proprietorship) to secure both (a) primary registration and (b) a secondary license from the Securities and Exchange Commission (SEC) before it may “engage in the business of granting loans from its own capital funds.” |
| Revised Corporation Code of 2019 (RA 11232) | Governs corporate formation and the basic SEC filing fees on authorized capital stock (ACS). |
| SEC Memorandum Circular (MC) No. 03‑2021 – “Consolidated Schedule of SEC Fees and Charges” | Sets exact peso amounts for secondary licenses, renewals, late‑filing surcharges, and various certifications. (MC 18‑2019 earlier carried similar amounts; MC 03‑2021 supersedes but retains figures for lending companies.) |
| Local Government Code of 1991 & LGU revenue ordinances | Empower cities/municipalities and barangays to impose business permit/license fees and local business taxes (payable annually). |
| National Internal Revenue Code (NIRC) & BIR issuances | Impose (a) ₱500 annual BIR registration fee; (b) Documentary Stamp Tax (DST) on original share issues (for corporations) and on loan instruments once lending starts. |
2. SEC Primary Registration Fees (Formation)
| Particular | Statutory Basis | Amount & Computation* |
|---|---|---|
| Name reservation | SEC Citizen’s Charter | ₱100 per calendar name (good for 30 days). |
| Articles of Incorporation/Partnership filing fee | §141.2, RCC + MC 03‑2021 | 0.2 % of Authorized Capital Stock (ACS), but not less than ₱2,000, plus 1 % Legal Research Fee (LRF) thereon. |
| By‑laws filing fee | RCC | ₱1,010 (₱1,000 + LRF). |
| Stock certificate DST | Sec. 174, NIRC | 0.75 % of the par value of original stock issuance (collected via BIR form 2000‑OT). |
* Figures are static, but SEC may update; confirm before filing.
Minimum capitalization rule: SEC MC 19‑2019 raised the paid‑up requirement for lending companies to ₱2 million for the head office plus ₱1 million for each additional branch (previously ₱1 million). The filing‑fee formula still keys off the authorized amount; many practitioners simply authorize what they intend to pay up.
3. SEC Secondary License & Related Fees
| Fee Item | MC 03‑2021 Amount | When Due / Notes |
|---|---|---|
| Initial Lending Company License – Head Office | ₱15,000 | Pay upon clearance of documents & before release of Certificate of Authority (CA) to Operate. |
| Initial License – Each Branch, Extension Office, or Online Platform | ₱15,000 | Separate CA required per outlet. |
| Annual License Renewal | 50 % of the initial fee (₱7,500 per location) | Must be paid on or before the anniversary date of the original CA. Late filing surcharge: additional 50 % of the renewal fee. |
| Change of Ownership / Name / Transfer of Location | ₱5,000 per request | Plus ₱10 /page for certified copies if new CA is printed. |
| Certification, Confirmation, or Status Letter | ₱200 | Useful for banks or investors. |
| Administrative Penalties | Varies (₱10,000 – ₱1 million) | Imposed for operating without CA, usurious interest disclosure violations, non‑filing of reports. |
Who pays? Even sole proprietorships (registered with DTI) must obtain this SEC secondary license. They pay the same schedule but bypass the corporate filing portion.
4. Recurring SEC Compliance Fees
- General Information Sheet (GIS): ₱250 + LRF, due within 30 days from the annual stockholders’ meeting.
- Audited Financial Statements (AFS): filing fee = 1/10 of 1 % of total assets (but not less than ₱2,000) + LRF, if submitted outside the renewal window.
- Amendments (e.g., capital increase to open new branches): Standard RCC fees (0.2 % of increase) + ₱3,000 for secondary license amendment.
5. Local Government Unit (LGU) Fees
| LGU Clearance | Typical Range (Metro Manila benchmark) | Mechanics |
|---|---|---|
| Barangay Clearance | ₱500 – ₱1,500 | Required before mayor’s/business permit can issue; renewed every January. |
| Mayor’s/Business Permit & Local Business Tax | Filing fee ₱2,000 – ₱5,000; business tax 0.375 % – 0.5 % of paid‑up capital for 1st year | Fees and tax rate band are fixed by city ordinance; succeeding years’ tax is based on gross receipts of lending operations. |
| Fire Safety Inspection Fee; Sanitary Permit; Occupancy | ₱300 – ₱2,000 each | Assessed together with the mayor’s permit. |
Tip: Where the LGU taxes “financing companies and lending investors” separately, lending companies usually fall in the lower‑rate bracket than banks, but confirm ordinance definitions.
6. Bureau of Internal Revenue (BIR) Fees & Taxes
| Item | Amount | Timing |
|---|---|---|
| BIR Annual Registration Fee (Form 0605) | ₱500 | 31 January every year. |
| Loose‑leaf/Computerized Books Permit | ₱500 per book title | One‑time, if using non‑manual books. |
| DST on Loan Documents | ₱1.50 for every ₱200 of loan principal (effective rate 0.75 %) | Payable upon execution of promissory note or disclosure statement. |
7. Other Up‑Front & Incidental Charges
| Charge | Typical Amount | Notes |
|---|---|---|
| Notarization of corporate documents | ₱500 – ₱1,000 per document | Articles, bylaws, board resolutions. |
| Publication of Notice of CA Application (if required by SEC examiner) | ₱3,000 – ₱6,000 | 2 × publications in a newspaper of general circulation. |
| Courier / Apostille for foreign shareholders | Variable | Only if foreign investors present. |
8. Penalties for Late or Non‑Payment
- SEC – CA Renewal: 50 % surcharge if filed after anniversary; additional ₱1,000 per month of delay thereafter.
- GIS, AFS: ₱1,000 basic penalty + ₱100 per month of delay.
- LGU Business Tax: 25 % surcharge + 2 % interest per month for late payment (standard LGU code).
- BIR Annual Fee: 25 % surcharge + 12 % interest p.a.
9. Special Cases & Updates (as of 2025)
Digital Lending / Online‑Only Platforms. SEC MC 19‑2022 requires an *additional license if the lending company operates a purely online or mobile‑app channel, with the same ₱15,000 per platform fee.
FinTech Regulatory Sandbox. BSP sandbox participation (for consumer credit scoring, e‑KYC APIs) does not create a separate fee but may entail performance bond or escrow required by the BSP TechRisk & Innovation Unit.
Foreign Ownership. Lending is not in the Foreign Investment Negative List; up to 100 % foreign equity is possible, but the SEC collects the same fees (computed in pesos). Additional taxes on dividend remittance apply.
Minimum Capital Adjustment (watch‑list). The SEC has signalled in consultative notices that the ₱2 million paid‑up minimum might rise to ₱10 million for Metro Manila operations to align with consumer‑protection reforms. No circular has yet been issued; confirm immediately before filing.
10. Practical Filing Timeline & Cost Snapshot (Head Office + 1 Branch)
| Step | Calendar Day | Cash Outlay (low‑estimate) |
|---|---|---|
| Name Reservation | Day 1 | ₱100 |
| SEC Primary Registration (incorp fees + DST) | Day 7 | ≈ ₱4,500 on ₱2 M ACS |
| SEC Secondary License (HO + Branch) | Day 14 | ₱30,000 |
| Notarial & Miscellaneous | Day 14 | ₱5,000 |
| BIR Registration | Day 16 | ₱500 |
| LGU Barangay & Mayor’s Permit | Day 20 | ₱5,000 – ₱10,000 |
| Total Start‑Up Fees | 3 weeks | ≈ ₱45,000 – ₱55,000 (exclusive of capitalization) |
(Use the high end for NCR or cities with premium local charges.)
11. Frequently Asked Questions
Can I register a sole proprietorship? Yes, but you must still secure a secondary SEC Certificate of Authority and comply with the ₱2 M paid‑up capital rule certified by an independent accountant.
Is there a separate Bangko Sentral ng Pilipinas (BSP) fee? Ordinary lending companies are non‑bank, hence no BSP license fee. Engagements that touch regulated payment systems or deposit‑taking would trigger BSP supervision—and far steeper capitalization.
When must the annual renewal be paid? On or before the anniversary of your CA’s issuance (not the incorporation date). Pay online via eSEC‑Pay or over‑the‑counter Land Bank/DBP.
What if I open a satellite kiosk inside a mall? SEC treats any physical outlet where customers can sign loan documents as a “branch.” Secure a separate CA and pay another ₱15,000 (initial) or ₱7,500 (renewal).
Conclusion
Launching a lending company in the Philippines entails three concentric layers of registration fees:
- SEC corporate filing charges under the Revised Corporation Code.
- SEC secondary licensing fees mandated by RA 9474 and updated by MC 03‑2021 (₱15,000 per site/platform plus annual renewal at half‑rate).
- LGU and BIR fees/taxes that recur yearly.
While the absolute pesos involved are modest relative to the paid‑up capital requirements, timeliness is critical—late filings compound quickly through surcharges across all agencies. Always verify the latest SEC memorandum circulars and local ordinances before filing; fee schedules can (and do) shift without legislative action. By mapping out each layer and calendaring renewals early, practitioners can keep their clients’ compliance costs predictable and avoid disruptive penalties.