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Business Registration in the Philippines – The Whole Picture

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by admin

Business Registration a dilemma? Not anymore. When you’re starting up a business in the Philippines and you haven’t had one before, somehow you have a dilemma whether you’re doing the right thing on business registration. Probably you’ll have a fear that one day authorities will come in and look for certificates and other documentations that you might not have. Well probably you haven’t grasp the whole process of Business Registration just yet. So here’s your comprehensive guide to Business Registration in the Philippines for Corporations.

1. Verify and reserve your company name with the Securities and Exchange Commission (SEC).

  • Note: Check the availability of the proposed company name via SEC’s Online Verification System at no cost. Once your name is approved by SEC, you may reserve it.
  • Duration: 1 day
  • Cost: Reservation cost of PHP 40/month for the first 30days or PHP 120 for 120 days renewable upon expiration

2. Secure a Bank Certificate of Deposit by depositing the paid-up capital in the Authorized Agent Bank (AAB)

  • Note: It is required by law that 25% of Capital Stock must be subscribed and 25% of the Subscribed Capital stock must be paid so doing the math 6.25% of the authorized capital stock of the corporation must be paid. But this should not be less than PHP 5,000.
  • Duration: 1 day
  • Cost: some banks will ask PHP 105 for each Certificate of Deposit

3. Notarize your Articles of Incorporation and Treasurer’s Affidavit

  • Note: The Corporation Code requires notarization of these documents before filing with SEC
  • Duration: 1 day
  • Cost: PHP 500

4. Register your company with SEC

  • Note: You may register online through SEC iRegister but must pay at the SEC. The following are the documents required by SEC:
    a. Company name verification slip;
    b. Notarized Articles of Incorporation and by-laws;
    c. Notarized Treasurer’s Affidavit;
    d. Statement of assets and liabilities;
    e. Bank certificate of deposit of paid-in capital;
    f. Authority to verify the bank account;
    g. Registration data sheet stating the directors, officers, stockholders, and so forth;
    h. Notarized Written undertaking to comply with SEC reporting requirements;SEC Head Office will issue pre-registered TINs once registration is approved. You still have to go to Bureau of Internal Revenue (BIR) though to identify applicable tax types, pay the annual registration fee, stamp sales invoices, receipts and the books of accounts.
  • Duration: 3-10 days
  • Cost:
    a. Filing fee – 1/5 of 1% of the authorized capital stock of the subscription price of the subscribed capital stock, whichever is higher but not less than PHP 1,000
    b. Legal Research Fee – 1% of filing fee but not less than PHP 10
    c. By-laws – PHP 500
    d. Registration of Stock and Transfer book (STB) – PHP 150
    e. Stock and Transfer Book – PHP 320
    f. Registration for SEC bulletin – PHP 10

5. Secure Community Tax Certificate from the City Treasurer’s Office (CTO) and pay the annual community tax

  • Note: You will need this so you can obtain a Barangay Clearance.
  • Duration: 1 day
  • Cost: Basic Community Tax Rate is PHP 500 and Additional community tax is PHP 2.00 for every PHP 5,000.00 on the assessed value of real property.

6. Secure Barangay Clearance

  • Note: Barangay is the smallest political unit of the Philippines. Barangay Clearance is a requirement for Business Permit application from the city or municipality.
  • Duration: 1 day
  • Cost: The fee is charged depending on company’s paid-up capital and land area it occupies. Minimum fee of PHP 500 plus PHP 300 for Barangay Clearance Plate.

7. Secure Business Permit from the City or Municipal Hall

  • Note: Barangay Clearance is prerequisite before issuance of Business Permit to Operate. Other permits, such as locational clearance, fire safety and inspection certificate, sanitary permit, certificate of electrical inspection, mechanical permit, and other clearances or certificates required depending on the nature of business.
  • Duration: 6 days
  • Cost:
    a. 25% of 1% of paid-up capital
    b. Mayor’s Permit - PHP 200
    c. Sanitary Inspection Fee - PHP 150
    d. Signboard Fee – PHP 50
    e. Business Plate – PHP 250
    f. BRB – PHP 100
    g. Zoning Clearance  - PHP 545
    h. Garbage Fee – Php 1,300
    i. Fire Safety Inspection Certificate – 10% of all regulatory fees

8. Buy Special Books of Accounts

  • Note: These are required upon registering with BIR. You’ll need one set of journals consisting of four books (cash receipts journal, disbursements journal, ledger and general journal). If you opt to have a computerized accounting system, you have to register it with BIR. The BIR Computerized System Evaluation Team is required to inspect and evaluate the system within 30 days from receipt of the application (BIR Form 1900) and complete documentary requirements.
  • Duration: 1 day
  • Cost: Manual Books sold in bookstores – PHP 400

9.  Secure Certificate of Registration and Tax Identification Number at the Bureau of Internal Revenue (BIR)

  • Note: Fill-out the BIR Form 1903 and submit together with the required attachments to the Revenue District Office having jurisdiction over the registered address of your office. Fill-out BIR Form 1906, Authority to Print Receipts, as an additional requirement for registration. You have to indicate the activities or types of taxes such as Income Tax, Value Added Tax, Withholding Tax on Wages and Expanded Value Added Tax. Special companies that has PEZA Registration or BOI Registration have to indicate these types of Taxes even if they enjoy incentives.
  • Duration: 2 days
  • Cost: Annual Registration Fee of PHP 500 to be paid at any accredited bank using BIR Form 0605

10. Pay the Registration Fee and Documentary Stamp Taxes (DST) at any accredited banks

  • Note: The documentary stamp tax shall be filed paid on or before the fifth (5th) day after the close of the month of approval of SEC Registration.
  • Duration: 1 day
  • Cost: PHP 1.00 for every PHP 200.00 or fractional thereof, of the par value, of such shares of stock

11.  Obtain the authority to print receipts and invoices from BIR

  • Note: The Authority to print receipts and invoices must be secured before printing the sales receipts and invoices. You can ask an authorized printing company to print your official forms after obtaining a permit from BIR. Here are the requirements to obtain the Authority to Print Receipts:
    a. Fill-out BIR Form 1906:
    b. Job order (from the printing company);
    c. Final and clear sample of receipts and invoices;
    d. Copy of BIR Form 1903 (Application for Registration);
    e. Proof of payment of annual registration fee (BIR Form 0605).
  • Duration: 1 day
  • Cost: nil

12. Print Receipts and Invoices at  an authorized printing company

  • Note: Usual print volume is 25 booklets.
  • Duration: 7 days
  • Cost: approx. PHP 3,500

13. Have the books of accounts and Printer’s Certificate of Delivery stamped by BIR

  • Note: The printing company will give you a Printer’s Certificate of Delivery of Receipts and Invoices. Submit this to BIR for registration and stamping within thirty (30) days from issuance. You have to submit also the following documents:
    a. All required books of accounts;
    b. VAT registration certificate;
    c. SEC Registration;
    d. BIR Form W-5;
    e. Certified true copy of the Authority to Print; and
    f. Taxpayer-user’s sworn statement with responsibilities and commitments. (Notarized)
  • Duration: 1 day
  • Cost: Nil

14. Register with the Social Security System (SSS)

  • Note: Fill-out the following forms: R-1 (Employer Registration), R1-A (Employment Report) and L-501 (Specimen Signature Card). The Authorized signatories are the President, Chairman or Corporate Secretary.
  • Duration: 1 day
  • Cost: PHP 165.00 for Employer Registration Plate at the SSS or at any SSS-accredited bank

15. Register with the Home Development Mutual Fund (Pag-IBIG)

  • Note: Fill-out and collate the following relevant documents:
    a. Employer Registration Checklist of Requirements
    b. Employer’s Data Form (HDMF Form – HQP-PFF-002)
    c. Specimen Signature Form (HDMF Form – HQP-PFF-003)
    d. Valid ID
    e. SSS Certification (if already registered with SSS)
    f. SEC Registration
    g. Approved Articles of Incorporation and By-laws
    h. Business Permit
    The original copy of the documents shall be presented to Marketing and Enforcement Division for Authentication. Upon submission of complete documents, the Marketing and Enforcement Division shall issue the Payment Order Form (POF). Proceed to the Cash and Administrative Services Division and pay the 1st monthly membership contributions (MC). Present the receipt to the Marketing and Enforcement Division and get the received copy.
  • Duration: 1 day
  • Cost: 1st Monthly Membership Contributions (depending on salary ranges and number of employees)

16. Register with the Philippine Health Insurance Corporation (Philhealth)

  • Note: Fill out Employer Data Record (ER1 Form) in duplicate and submit along with the SEC Registration
  • Duration: 1 day
  • Cost: Nil

17. PEZA Registration as well as BOI Registration are discussed in separate pages

With the emergence of Philippine Business Registration Program steps  9, 14, 15 & 16 can be processed to as short as 30 minutes. But if you want to focus on the operating side of your business, you may contact me to do these for you.

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