World Watch/Philippines/Starting a Business

Starting a Business · Philippines

Starting a business in Philippines: foreigner's guide (2026)

ModerateForeign Investments Act of 1991 (RA 7042, as amended by RA 8179 and RA 11647), implemented via the Foreign Investment Negative List — currently the 13th FINL under Executive Order No. 113 (2026); company registration under the Revised Corporation Code (RA 11232) administered by the Securities and Exchange Commission (SEC).Country index 73 · B

Philippines shaded by its starting a business status

The Philippines permits up to 100% foreign ownership in any activity not restricted by the Foreign Investment Negative List (13th FINL, EO 113, effective 2 May 2026), and recent liberalization opened telecoms, airlines, domestic shipping and railways to full foreign equity. However, foreign-owned domestic-market enterprises generally face a USD 200,000 minimum paid-in capital requirement, key sectors remain capped at 40% or fully closed, and incorporation still requires sequential registration with the SEC, BIR and local government units. Company formation itself is now largely online (SEC eSPARC/OneSEC) and can be fast, but the capital and ownership rules make it more demanding than fully open jurisdictions.

Key points

Foreign ownership framework

Under RA 7042's negative-list principle, any activity not listed in the FINL is open to 100% foreign equity. The 13th FINL (EO 113), signed 13 April 2026 and effective 2 May 2026, governs the current restrictions.

Restricted and closed sectors

List A reserves sectors like mass media, practice of professions, cooperatives, private security and small-scale mining to Filipinos. A 40% foreign cap applies to public utilities, land ownership, natural-resource exploitation and small retail; advertising is capped at 30%.

Newly liberalized sectors

The 13th FINL formally codifies telecommunications, airlines, domestic shipping and railways (under RA 11659) as open to 100% foreign ownership, and renewable energy (solar, wind, tidal/ocean) up to 100% foreign equity.

Minimum capital for foreigners

A foreign-owned domestic-market enterprise (more than 40% foreign equity) generally needs USD 200,000 minimum paid-in capital; this falls to USD 100,000 if it employs at least 50 direct Filipino employees or uses advanced technology. Export-oriented enterprises (≥60% exports) are exempt.

Registration process and agencies

Incorporation is sequential: register the corporation with the SEC (online via eSPARC), then secure local government business permits, then register with the Bureau of Internal Revenue (BIR), plus social agencies (SSS, PhilHealth, Pag-IBIG) for employers.

Typical timeline

Via the SEC's OneSEC fast-track, a Certificate of Incorporation can issue in as little as 24 hours for fully digital all-Filipino applications; regular/foreign-equity applications needing manual review typically take about 5–7 working days at SEC, with further time for BIR and LGU permits.

Timeline - major decisions & events

Apr 7, 2025guidanceofficial
SEC ZERO Made Mandatory: Fully Paperless Company Registration Required

SEC Memorandum Circular No. 3, Series of 2025 required all corporations to use the SEC ZERO system starting 7 April 2025, eliminating wet signatures and physical notarization through the electronic authentication portal (eSAP). This makes end-to-end incorporation in the Philippines completely paperless and available 24/7.

Securities and Exchange Commission Philippines (eSPARC/SEC ZERO portal)
Nov 11, 2024lawofficial
CREATE MORE Act (RA 12066) Signed: Enhanced Investment Incentives and Faster Approvals

President Marcos signed Republic Act No. 12066 (Corporate Recovery and Tax Incentives to Maximize Opportunities for Reinvigorating the Economy), extending special corporate income tax incentive periods to up to 27 years, raising the investment approval threshold for Investment Promotion Agencies from PHP 1 billion to PHP 15 billion, and mandating a 20-working-day turnaround for incentive applications. The law also broadened VAT incentives and introduced work-from-home flexibility without loss of economic-zone tax benefits.

Presidential Communications Office (PCO), Philippines
Mar 2, 2022lawofficial
Foreign Investments Act Amended (RA 11647): Foreign Ownership Liberalized

President Duterte signed Republic Act No. 11647 amending the Foreign Investments Act of 1991, lowering the capital threshold that reserves enterprises for Filipino nationals from USD 200,000 to USD 100,000 for high-technology or startup-endorsed foreign businesses, and creating the Inter-Agency Investment Promotion Coordination Committee (IIPCC) to centralize investment promotion. This opened previously restricted sectors to foreign entrants and aligned FDI rules with post-pandemic recovery goals.

Official Gazette of the Republic of the Philippines
Mar 26, 2021lawofficial
CREATE Act (RA 11534) Signed: Corporate Tax Cut and Rationalized Incentives

President Duterte signed the Corporate Recovery and Tax Incentives for Enterprises Act, cutting the corporate income tax rate from 30% to 25% (20% for SMEs), making it the largest fiscal stimulus for Philippine businesses in recent history and estimated to deliver PHP 1 trillion in private-sector tax relief over ten years. The law also rationalized and time-bound fiscal incentives to attract both domestic and foreign investment.

Supreme Court E-Library, Philippines (RA 11534 full text)
Jul 17, 2019lawofficial
Innovative Startup Act (RA 11337) Enacted: Startup Ecosystem Framework Established

Signed by President Duterte and taking effect on 6 August 2019, the Innovative Startup Act designated DOST, DTI, and DICT as lead agencies to build the Philippine startup ecosystem, created the Startup Grant Fund and Startup Venture Fund, provided fee subsidies for registration, and authorized startup visas (owner, employee, investor) for foreign participants. It also reduced the foreign equity capital threshold for startup-endorsed enterprises.

Supreme Court E-Library, Philippines (RA 11337 full text)
Feb 20, 2019lawofficial
Revised Corporation Code (RA 11232) Signed: Biggest Corporate Law Overhaul in 39 Years

Republic Act No. 11232 replaced the 1980 Corporation Code, introducing One Person Corporations (OPCs) allowing a single natural person to incorporate, abolishing the minimum paid-up capital requirement for stock corporations, granting corporations perpetual existence by default, and mandating an SEC online filing and monitoring system. These reforms directly reduced barriers to entry for entrepreneurs and modernized the legal framework underpinning all Philippine businesses.

Securities and Exchange Commission Philippines (official RA 11232 text)
May 28, 2018lawofficial
Ease of Doing Business Act (RA 11032) Enacted: Anti-Red Tape Authority Created

Republic Act No. 11032 amended the 2007 Anti-Red Tape Act, mandating simplified and time-bound government service delivery (3 days for simple, 7 for complex, 20 for highly technical transactions), creating the Anti-Red Tape Authority (ARTA) as the central enforcement body, and requiring all government agencies to adopt a unified Business One Stop Shop. It became the legal backbone for the SEC, DTI, and LGU registration streamlining reforms that followed.

Anti-Red Tape Authority (ARTA), Philippines
May 1, 1980lawofficial
Batas Pambansa Bilang 68 (Corporation Code) Enacted: Foundational Corporate Framework

The original Corporation Code of the Philippines established the legal requirements for incorporating a stock or non-stock corporation, requiring a minimum of five incorporators, minimum subscribed and paid-up capital, and SEC registration — a framework that remained unchanged for 39 years. Its rigidity, including high capital thresholds and manual paper-based registration, would later motivate the sweeping 2018–2019 reform wave.

Official Gazette of the Republic of the Philippines (BP 68)

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Last verified 5/23/2026 · Orientation, not legal advice - verify against the primary sources linked above. Explore the full world map →