Quick answer
To start a business in the Philippines, identify who will legally own it, register the business name or entity as applicable, secure the permits required for the location and activity, and register with the Bureau of Internal Revenue (BIR) by the applicable deadline. A DTI business name certificate or an SEC certificate is only one part of the process. A shop, home-based operation, or online store may also need a city or municipal business permit and approvals specific to what it sells or does. Frequently Asked Questions
Check the BIR deadline as soon as you receive your first registration or permit. The BIR generally reckons commencement from the first sale or the lapse of 30 calendar days from issuance of the applicable DTI, SEC, or local government document, whichever comes first. Waiting for your first sale can therefore make your registration late. bir-cdn.bir.gov.ph
Which registration do you need?
| If you will operate as a… | Where to start | What to consider |
|---|---|---|
| Sole proprietor | Register a business name with DTI if you will use a name other than your true name. | You and the business are legally the same owner. Business debts can reach your personal assets. The DTI business name registration is valid for five years from registration. |
| Partnership | Register with the SEC through eSPARC. | Put capital contributions, signing authority, profit sharing, and exit terms in writing. Liability depends in part on the type of partnership and each partner’s role. |
| Corporation | Apply to the SEC through eSPARC. | A corporation has a separate legal personality. It also has continuing governance and reporting duties. Personal guarantees can create separate personal liability. |
| One Person Corporation (OPC) | Apply to the SEC through eSPARC. | An eligible single stockholder can form an OPC. It generally has no minimum authorized capital stock unless a special law requires one. Keep corporate and personal assets separate and comply with the rules on officers, nominees, and reports. |
DTI Business Name Registration System · SEC eSPARC · Revised Corporation Code Frequently Asked Questions
If any owner is a foreign national, check the rules for the specific activity and ownership structure before committing capital or signing a lease. Foreign equity restrictions, sector licensing, and minimum capitalization requirements can affect whether the proposed business can operate as planned. A general rule allowing foreign investment is subject to statutory restrictions and the applicable Foreign Investment Negative List. lawphil.net
What to do before opening
- Check whether the business can operate at the proposed address. Ask the city or municipal Business Permits and Licensing Office (BPLO) for the current checklist for your activity and location. Verify zoning, permitted use of the premises, and any lease, condominium, or subdivision restrictions before paying a deposit or fitting out the space.
- Register the name or entity. Keep the certificate and the documents showing who owns the business and who can sign for it. Check that the legal name, trade name, address, and business activity are consistent across applications.
- Apply through the local Business One-Stop Shop (BOSS) or electronic BOSS. Use the LGU’s Citizen’s Charter to check documents, fees, processing times, and renewal procedures. Barangay clearance for business permitting is integrated into the city or municipal process under RA 11032. Zoning, fire safety, occupancy, and sanitary requirements depend on the premises and activity.
- Check for sector-specific approvals. If you plan to manufacture, import, distribute, or sell regulated products, ask the relevant regulator which establishment and product approvals apply to your role. For example, a food business may need local sanitary approvals, while activities involving FDA-regulated products may also require FDA authorization.
- Register with the BIR in time and set up invoicing and books. Use the appropriate Revenue District Office (RDO) or an applicable BIR registration channel such as ORUS, NewBizReg, or the Philippine Business Hub. Check your Certificate of Registration for the tax types assigned to you, arrange BIR-compliant invoices, and register the books of accounts applicable to your accounting setup. If an online application fails, save a screenshot with the date and error message. The BIR allows manual RDO transactions in specified cases when ORUS has technical issues.
Ease of Doing Business Act · BIR registration guidance · FDA Philippines chief5.lawphil.net
Under RA 11032, the general processing periods for complete applications are 3 working days for simple transactions, 7 for complex transactions, and 20 for highly technical transactions, subject to statutory exceptions and permitted extensions. Check how the Citizen’s Charter classifies your application and keep the acknowledgment showing when the complete requirements were received. If the office misses the deadline, ask the BPLO or the Anti-Red Tape Authority how the law applies before opening on the strength of a pending application. chief5.lawphil.net
What you need to do after opening
File the returns that apply to your business
Use your BIR Certificate of Registration and the current BIR filing calendar to list each return, due date, and payment obligation. Depending on your registration and transactions, these may include income tax, VAT or percentage tax, and withholding taxes on compensation, rent, or certain other payments. Check which returns remain due during months or quarters with zero sales. The BIR stopped collecting the ₱500 annual registration fee effective January 22, 2024. Supreme Court E-Library
The general VAT threshold is ₱3 million, subject to statutory adjustment. For mandatory registration, consider both taxable sales over the preceding 12 months and whether there are reasonable grounds to expect taxable sales to exceed the threshold in the next 12 months. VAT-exempt transactions and voluntary VAT registration have separate rules. Track sales as you go so you can review your registration before crossing the threshold. Supreme Court E-Library
Eligible non-VAT self-employed individuals and professionals may elect the 8% income tax option in lieu of graduated income tax on business income and the percentage tax under Section 116. The election must be made for the applicable taxable year under BIR rules. For purely self-employed taxpayers, the computation generally allows a ₱250,000 reduction from the applicable gross base. Mixed-income earners who elect 8% on qualifying business income do not get that reduction against their business income. Corporations are outside this individual tax option. lawphil.net
Issue invoices and keep records
The invoice is the primary sales document for both goods and services. An official receipt can serve as supplementary evidence of payment. VAT-registered sellers must issue a duly registered invoice for every sale regardless of amount. For non-VAT sellers subject to the general invoicing rule, issue one for each sale of ₱500 or more and whenever the buyer asks, even for a smaller sale. If below-threshold sales for which individual invoices were not issued reach at least ₱500 in total by day-end, issue an aggregate invoice for those sales. The ₱500 threshold is subject to statutory adjustment. Supreme Court E-Library
Keep books and supporting accounting records for five years, generally counted from the day after the return’s filing deadline or from actual filing if the return was filed late, for the taxable year of the last entry in the books. Keep relevant records longer if they are still needed for a pending audit, protest, refund claim, or case. Save copies of returns, payment confirmations, invoices, bank and e-wallet statements, marketplace settlement reports, and withholding certificates. Reconcile your sales records with actual payouts so platform fees, refunds, and withheld tax are properly accounted for. Supreme Court E-Library
Renew local permits and file corporate reports
Check your LGU’s permit renewal calendar and keep proof of payment and renewal. Under the Local Government Code, local taxes, fees, and charges are generally payable within the first 20 days of January or of each subsequent quarter, as applicable. Check the local ordinance and any officially announced extension for your city or municipality. lawphil.net
Corporations should track the SEC deadlines for annual financial statements and the General Information Sheet (GIS). The GIS is generally due within 30 calendar days of the actual annual meeting for domestic stock and nonstock corporations. Check the applicable rules if no meeting was held, and use the SEC’s current filing schedule for financial statements because the deadline can depend on fiscal year-end and the annual SEC circular. Check the separate beneficial ownership declaration requirements through HARBOR. OPCs should also track their officer appointment filings, generally due within 20 days of approval of the certificate of incorporation or 5 days from a succeeding appointment under the SEC’s current instructions. lawphil.net
Local Government Code · SEC corporate reportorial requirements · SEC HARBOR guidance
Set up employer compliance when you hire
Register and report covered employees to SSS, PhilHealth, and Pag-IBIG, and remit contributions on the applicable schedules. Set up payroll withholding where required. Check DOLE establishment registration and occupational safety requirements, the regional minimum wage and any applicable exemption, and rules on hours, overtime, holidays, leave, and 13th-month pay. Base worker classification on the actual arrangement. A contract that calls someone a freelancer does not settle whether an employment relationship exists. Keep contracts, time and payroll records, payslips, and remittance confirmations. boi.gov.ph
Department of Labor and Employment · SSS · PhilHealth employer registration · Pag-IBIG Fund
What changes if you sell online or qualify as a microbusiness?
Online and home-based selling. Regular selling through a marketplace, social media page, or your own website can trigger business registration, tax, and consumer obligations. Ask the BPLO how it treats your specific home-based activity and address. Declare the online store names you use to the BIR and check the current rules on displaying registration information. The BIR suspended mandatory display of its Registration Seal Badge in October 2026. Check that advisory alongside the separate guidance on displaying the Certificate of Registration or its eligible QR code. Give customers accurate product, price, and contact information, issue the required invoices, and keep order, delivery, complaint, and refund records. Protect customer data such as addresses and phone numbers. bir-cdn.bir.gov.ph
Marketplace withholding and electronic invoices. Covered marketplace or digital payment remittances to sellers can be subject to creditable withholding at 1% of one-half of gross remittances. The rules contain a ₱500,000 gross-remittance threshold, with conditions on aggregation and documentation. This is a withholding rule, separate from BIR registration and the seller’s ultimate tax liability. Also check whether your invoicing setup is covered by RR No. 26-2025, which gives specified taxpayers until December 31, 2026 to comply with electronic invoice issuance. The e-commerce category in that rule exempts micro taxpayers, but a business should check whether it falls into a separate covered category because of the accounting or invoicing system it uses. bir-cdn.bir.gov.ph
Barangay Micro Business Enterprise (BMBE). An eligible enterprise with total assets of up to ₱3 million, including assets financed by loans but excluding the land on which its office, plant, and equipment are situated, may apply for a BMBE Certificate of Authority through a DTI Negosyo Center. Services rendered in the exercise of a government-licensed profession are excluded. The certificate is renewable every two years. The law provides an income tax exemption for income arising from the registered enterprise’s operations. Confirm how to document the exemption with the BIR and which returns, permits, and employer obligations still apply. The BMBE asset test, the VAT sales threshold, and the marketplace remittance threshold serve different purposes. issuances-library.senate.gov.ph
Internet Transactions Act · BIR marketplace withholding rules · BIR electronic invoicing rules · DTI Negosyo Center rules
What if you move, add a branch, or close?
Before moving or opening another branch, check the permit requirements at the new address and what must be amended or registered with the BIR. Update the DTI or SEC record where required. Check the registered address, branch details, trade names, and invoicing setup before making sales from the new site. Keep both the old and new certificates and the acknowledgment for each update. chief5.lawphil.net
When closing permanently, file for retirement with the LGU and separately apply to cancel the BIR business registration. Under BIR RMC No. 47-2026, submit BIR Form 1905 and the required documents to the RDO where the head office or branch is registered. Electronic submission is available through the channels specified in the circular, but unused invoices and applicable original BIR notices and permits must be surrendered manually. File applicable final or short-period returns and pay taxes due. Complete submission triggers deregistration under the circular. Tax clearance is a separate step that can depend on outstanding liabilities, open cases, or an audit. If you are ending the corporation itself, also follow the applicable SEC dissolution process. lawphil.net
Common mistakes and when to get help
- Signing a long lease before checking permitted use. Save written zoning or licensing guidance, the lease, and any landlord or building approvals.
- Treating a certificate as permission to open. Keep a checklist by location and activity and retain each permit, clearance, and renewal acknowledgment.
- Recording only the amount deposited by a marketplace. Download transaction-level sales, fees, refunds, settlement reports, and tax withholding certificates while you still have account access.
- Stopping sales and assuming the business is closed. Retain the LGU retirement acknowledgment, BIR proof of complete submission, final returns, clearance when issued, and any applicable SEC filings. Frequently Asked Questions
Get help promptly if you receive a formal BIR assessment, a local tax assessment, a closure or suspension order, or a notice involving unpaid wages or remittances. Record the exact date and manner of receipt. Save the notice, envelope or email headers, attachments, and your previous filings. Ask a Philippine lawyer or qualified tax professional to identify the deadline from the actual document. For example, a local tax assessment under Section 195 of the Local Government Code generally must be protested in writing to the local treasurer within 60 days of receipt. Other notices have their own procedures and periods. lawphil.net
Frequently asked questions
Can I start selling while my permit is pending?
If your activity requires a permit, get it before operating. If you believe automatic approval under RA 11032 applies, confirm the statutory conditions and obtain proof you can rely on. An application acknowledgment by itself may leave questions about completeness, payment, or eligibility. chief5.lawphil.net
Can I use my existing TIN for a sole proprietorship or freelance work?
Yes. Use your existing individual TIN and update your BIR registration for the business or professional activity. A corporation is a separate taxpayer and obtains its own TIN. bir-cdn.bir.gov.ph
Do I need a DTI business name registration if I use only my true name?
Generally, DTI business name registration applies when a sole proprietor uses a business name other than their true name. Using your true name does not remove any applicable BIR, local, or professional requirements. bnrs.dti.gov.ph
Do I still have to file if I made no sales?
If your business registration and applicable return types are active, file the required returns for the period, including zero returns where applicable. If you have permanently stopped, complete the formal closure process and keep proof of submission. bir-cdn.bir.gov.ph
This article provides general Philippine legal and tax information. Requirements can depend on your activity, location, ownership, registration records, and the documents you received. Official sources checked on November 9, 2026.