Effortlessly incorporate and manage your company in the Philippines with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.
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Unlock Growth Opportunities in an Emerging Market
Reduced operational costs, including labour, rent, & overheads.
Simplified compliance requirements and regulatory processes.
A large and young population provides a dynamic workforce.
Allows for foreign shareholding up to 100% in the company.
Everything You Need for Seamless Company Formation
Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.
We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.
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Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.
You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.
You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.
You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.
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Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.
Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.
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Mandatory documents and information required for your company formation
A certified true copy (scanned version) of the passport (valid for at least 6 months)
A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.
One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.
It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).
It must be the most recent version and dated within the last 3 months.
Please provide us with certified true copy (scanned version) of the following company documents:
Certificate of Incorporation
Memorandum and Articles of Association / Constitution
Register of Director
Register of Shareholder / UBO
Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).
All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.
From Paperwork to Approval: Making Company Formation Fast and Straightforward
Click here and fill out the short form to let us know your requirements.
Afterwards, our team will get in touch with you to guide you through the process.
Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.
During the process of due diligence, our team might request additional information, documents, or clarification as needed.
If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.
Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.
We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.
We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.
If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.
As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.
We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.
Get in touch and ask us anything. We'd love to help.
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The Philippines offers multiple entity structures that cater to foreigners and local Filipinos. Each structure comes with its own unique requirements in terms of share capital, nationality of members, compliance, etc. The following are the legal entity types that are open to foreign shareholding:
A Domestic Corporation has a separate legal personality from its stockholders and offers limited liability protection. It can be 100% Filipino-owned or have varying degrees of foreign ownership, with certain sectors restricted based on foreign equity. Incorporators range from 2 to 15, including natural persons, partnerships, associations, or corporations. Typically takes 2-3 months to set up, with no minimum capital stock required except where specific laws dictate.
A Representative Office conducts market research and promotes the parent company's products without generating income in the Philippines. It requires a minimum annual capital of USD 30,000 and is limited to liaison and business development activities. Typically takes 6-10 weeks to set up. It is an ideal option for foreign companies exploring the Philippine market.
A Branch Office is an extension of a foreign company that can engage in revenue-generating activities. It must adhere to the parent company's business scope and requires a minimum capital of USD 200,000, which can be reduced if exporting more than 60% of its gross sales. Setup takes 2-3 months, with the foreign parent company liable for all branch obligations.
An RHQ serves as an administrative center for a foreign corporation's Asia-Pacific operations, focusing on coordination and supervision without generating income. It requires a minimum paid-up capital of USD 50,000. Setup typically takes 2-3 months and includes activities like training, research, and communication.
An ROHQ can generate income by providing specific services to its parent company, subsidiaries, and affiliates. It requires a minimum paid-up capital of USD 200,000 and serves functions like administration, business planning, and coordination. Setup takes 2-3 months, and it is restricted from offering services to entities outside its corporate family.
From a foreign investor's perspective, incorporating a Domestic Corporation in the Philippines involves understanding the nuances around foreign shareholding, capital requirements, and other legal prerequisites that impact foreign ownership. Here’s a focused breakdown:
Ownership Structures:
Foreigners are prohibited from investing or owning in certain sectors specified in this list, which includes areas like mass media, small-scale mining, and private security agencies. This list is crucial for foreigners to consult before planning their investment strategy in the Philippines.
A minimum of USD 100 for corporations with up to 40% foreign ownership or those exporting at least 60% of their products.
A higher requirement of USD 200,000 for corporations with more than 40% foreign ownership, unless they are considered pioneers in the Filipino industry using advanced technology or employing at least 50 local staff, where the requirement is USD 100,000.
The required initial investment can vary based on the percentage of foreign ownership and the type of industry. Foreign investors need to ensure sufficient capitalization as per the thresholds to meet regulatory approvals and to facilitate smoother business operations.
A Domestic Corporation must have between 2 to 15 directors or incorporators, each holding at least one share of capital stock. While the majority of incorporators must be residents of the Philippines, they do not necessarily need to be Filipino citizens.
A foreign corporation must appoint a resident agent in the Philippines who will handle all legal processes, including summons and other legal matters arising from business activities in the country. This is crucial for ensuring that the corporation remains compliant with local laws and can respond effectively to legal issues.
To incorporate a company in the Philippines, you need to prepare and submit various documents. These documents are essential to comply with Philippine regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.
Incorporating a company in the Philippines is a structured process that involves several important steps, from name registration to obtaining necessary permits. Each step is crucial to ensuring legal compliance and smooth operation of your business. Here’s a detailed guide on how to incorporate a company in the Philippines.
The first step in incorporating your company in the Philippines is to register your business name with the Securities and Exchange Commission (SEC). Start by visiting the SEC’s Company Registration System online or their Name Verification Unit in Mandaluyong to check the availability of your desired company name and reserve it. Once your company name is reserved, prepare the required documents, including the Articles of Incorporation, By-laws, Joint Affidavit of two incorporators, and Treasurer’s Affidavit. Submit these documents to the SEC either online or in person. Upon approval, the SEC will issue a Certificate of Registration, officially legitimizing your company's existence and allowing you to proceed with business activities.
After securing your SEC Certificate of Registration, the next step is to obtain a Barangay Clearance from the local barangay where your business will be located. This involves visiting the barangay office and submitting your SEC Certificate of Registration, two valid forms of identification, and proof of your company’s address, such as a Certificate of Land Title or Lease Contract. The Barangay Clearance is essential for ensuring compliance with local government regulations and is a prerequisite for obtaining further permits.
With your Barangay Clearance in hand, proceed to the Mayor’s Office of your municipality to apply for a business permit. This step involves submitting your SEC Certificate of Registration, Barangay Clearance, two valid IDs, and proof of address for your local office. The business permit, which you will receive after fulfilling these requirements, is crucial as it legally authorizes your company to operate within the municipality. This permit must be displayed at your business premises and is subject to annual renewal.
Registering your company with the Bureau of Internal Revenue (BIR) is a critical step to ensure compliance with Philippine tax laws. Visit the BIR’s Regional District Office (RDO) that corresponds to your business location and complete BIR Form 1903 (Application for Registration). Submit this form along with your SEC Certificate of Registration, Barangay Clearance, Business Permit, proof of address, and valid IDs. You may also need to pay the Registration Fee (BIR Form 0605) and Documentary Stamp Tax (BIR Form 2000). Once registered, you will receive a BIR Certificate of Registration (BIR Form 2303), which confirms your company’s tax obligations and allows you to operate legally. Additionally, ensure that you register your account books and receipts with the BIR.
If your company plans to hire employees, it’s necessary to register with several government agencies to comply with labor laws and provide benefits to your workforce. Register with the Social Security System (SSS) to offer social security benefits, with the Philippine Health Insurance Corporation (PhilHealth) for health insurance, and with the Home Development Mutual Fund (HDMF or Pag-IBIG Fund) for housing loan benefits. This step ensures that your company meets its obligations as an employer and provides essential benefits to your employees, fostering a compliant and supportive work environment.
The Philippines operates a territorial tax system, meaning only income generated within the country is subject to Philippine taxes. Here’s a concise breakdown of the key elements of the tax structure:
Standard Rate: The corporate income tax rate is 25% on net income for both domestic and resident foreign corporations.
Preferential Rate: Domestic micro, small, and medium-sized enterprises (MSMEs) with taxable income up to PHP 5 million (US$85,611) and gross sales not exceeding PHP 100 million (US$1.7 million) benefit from a reduced rate of 20%.
Domestic companies are taxed on their worldwide income, while non-resident companies are taxed only on their Philippine-sourced income.
Ease of Paying Taxes (EOPT) Act The Ease of Paying Taxes Act (Republic Act No. 11976) aims to modernize tax administration and streamline processes for easier compliance.
Micro: Less than PHP 3 million (US$51,379)
Small: PHP 3 million to less than PHP 20 million (US$342,529)
Medium: PHP 20 million to less than PHP 1 billion (US$17.1 million)
Large: PHP 1 billion and above
A 2% MCIT is imposed on the gross income of domestic and resident foreign corporations starting from the fourth taxable year of operations. MCIT applies when it exceeds the regular 20% CIT. Excess MCIT can be carried forward and credited against normal tax for the next three years.
Resident company dividends are subject to a 25% withholding tax. Dividends paid to non-residents are taxed at 15%, provided the non-resident's home country allows a 15% tax credit.
Foreign company branches are taxed at 30% on income. A 15% BPRT applies to after-tax profits remitted to the head office, excluding non-business income like interests, dividends, rents, royalties, and capital gains.
Standard Rate: A 12% VAT is imposed on most goods and services with gross sales exceeding PHP 3 million (US$51,379).
Exporter Exemption: Registered export enterprises are exempt from VAT on local purchases of goods and services for up to 17 years, covering items like equipment, supplies, and packaging materials.
