Doing Business License Philippines: A Foreign Investor's Registration Path

Foreign investors who want to operate in the Philippines generally do not secure a single "doing business license." Instead, they register the enterprise with the Securities and Exchange Commission (SEC) or the Department of Trade and Industry (DTI), then obtain a mayor's or business permit from the city or municipality where the business sits. Registration with these agencies is what gives the enterprise legal personality and the right to operate. The Anti-Red Tape Authority and the Ease of Doing Business law also require agencies to publish service standards and processing times, so the steps below follow a defined path.

What in the Philippines?**

No single license carries that name. The foreign investor registers the enterprise with the SEC or DTI and then secures a local business permit from the city or municipality.

Can a foreigner own 100% of a Philippine business? It depends on the activity. If the business is not on the Foreign Investment Negative List, full foreign ownership may be allowed. If it is on the list, foreign equity is capped at forty percent (40%).

What is the difference between a branch office and a representative office? A branch office carries out the head office's business activities and earns income in the Philippines. A representative or liaison office does not derive income locally and is fully subsidized by the head office.

Practical takeaways

• Determine first whether the planned activity is on the Foreign Investment Negative List, because that sets the ownership ceiling.
• Choose the vehicle early: a branch office, a representative office, or a domestic corporation under the Revised Corporation Code.
• Reserve the corporate name with the SEC, then file the articles of incorporation and bylaws; corporate existence begins on issuance of the certificate of incorporation.
• Secure the local business permit through the LGU's Business One Stop Shop and rely on the Citizen's Charter for the official requirements and processing times.
• Remember that the Ease of Doing Business law covers national agencies and LGUs, so published timelines are enforceable.

Primary sources

The rules discussed above are drawn from the following primary sources, as published in the Official Gazette and the national statute book.

• REPUBLIC ACT NO. 11232 - AN ACT PROVIDING FOR THE REVISED CORPORATION CODE OF THE PHILIPPINES

• IRR REPUBLIC ACT NO. 11032 (CSC, ARTA, DTI Joint Memorandum Circular No. 2019-001) - THE IMPLEMENTING RULES AND REGULATIONS OF REPUBLIC ACT NO. 11032 OTHERWISE KNOWN AS THE "EASE OF DOING BUSINESS AND EFFICIENT GOVERNMENT SERVICE DELIVERY ACT OF 2018"

• IRR OF REPUBLIC ACT NO. 11647 - IMPLEMENTING RULES AND REGULATIONS OF REPUBLIC ACT NO. 11647 OR AN ACT PROMOTING FOREIGN INVESTMENTS, AMENDING THEREBY REPUBLIC ACT NO. 7042, OTHERWISE KNOWN AS THE "FOREIGN INVESTMENTS ACT OF 1991", AS AMENDED, AND FOR OTHER PURPOSES

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.