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Corporate structure
The Philippines imposes different structural requirements according to industries;
A wholly foreign‑owned company shall have no fewer than two shareholders as incorporators, who can be natural persons or corporate entities without nationality restrictions;
*Each director must hold at least one share of the company. As stipulated by Philippine Corporation Law, directors shall also be shareholders.
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Registered Capital
For enterprises with foreign equity holding ratio exceeding 40%, the minimum paid‑up capital requirement is generally 200,000 US dollars.
3
Registered Address
According to government regulations, a limited company must have a registered address, which our company can provide;
Clients are advised to use address hosting services during the company incorporation stage to improve incorporation efficiency.
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other requirements
1. One local Filipino citizen must be appointed as the Corporate Secretary, and our company can provide such personnel;
2. The company shall appoint a President and a Treasurer;
3. The Corporate Secretary may concurrently hold the position of Treasurer, while the President cannot double as the Corporate Secretary or Treasurer;
President: Filipino nationality is not required;
Treasurer: Filipino nationality is not required;
Corporate Secretary: Filipino nationality is mandatory
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Domestic Corporation
Domestic corporation is the most common registration form in the Philippines, applicable to enterprises in which Filipino natural or legal persons hold more than 60% equity. This entity enjoys independent legal personality and fits most business scenarios, including wholesale, retail, manufacturing, e‑commerce, logistics and service industries. For several restricted sectors such as mass retail, public utilities and media, registering as a domestic corporation serves as the primary channel for foreign investment participation.
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Wholly Foreign-Owned Subsidiary
For industries not restricted under the Foreign Investment Negative List (FINL), foreign investors may hold 100% equity to establish wholly‑owned subsidiaries. Such subsidiaries possess independent legal personality and flexible operation modes, suitable for most open industries including export manufacturing, BPO and e‑commerce backend services.
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Branch Office / Representative Office
A foreign parent company may also directly set up a branch office or a representative office in the Philippines. A branch office is allowed to carry out profit‑making business activities but has no independent legal personality, so the parent company shall bear all its legal liabilities. A representative office is only permitted to conduct non‑profit activities such as procurement liaison, market research and technical support, and is forbidden from engaging in revenue‑generating operations directly.
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One Person Corporation （OPC）
One Person Corporation (OPC) refers to a limited liability company established by a single natural person shareholder, and it is only open to Filipino citizens or foreign nationals holding long‑term residence visas. If an OPC is funded by foreign capital, a local resident shall be appointed as its legal representative.
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Sole Proprietorship
Sole proprietorships can only be owned by individual Filipino citizens and shall be registered with the Department of Trade and Industry (DTI). This business form has no independent legal personality; the owner bears unlimited liability for corporate debts, and foreign nationals are prohibited from establishing such entities.
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Required Documents
Information collection form (covering basic corporate information, equity allocation, particulars of shareholders and directors, etc.);
Scanned passport copies and address proofs of directors of the Philippine company (utility bills issued within the latest three months, or bank/credit card statements printed with residential addresses)
2
Individual Shareholder
Scanned copy of passport;
Proof of address (utility bills from the latest three months or bank/credit card statements showing the residential address)
3
Corporate Shareholder
Business license and Articles of Association of the shareholder company;
Board resolution;
Complete equity structure chart of the proposed company;
Scanned passport copies and address proofs of the legal representatives/directors of the shareholder company (utility bills within the latest three months or bank/credit card statements marked with residential addresses)
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Notes
Documents of shareholders and directors as well as the board resolution need to undergo Apostille certification.
