Tax Registration for a Foreign-Owned Philippine Company: BIR Steps After SEC Registration

A foreign-owned Philippine corporation must register with the Bureau of Internal Revenue (BIR) on or before the commencement of business, which is reckoned from the day the first sale transaction occurs or upon the lapse of thirty (30) calendar days from the issuance of the SEC Certificate of Registration, whichever comes first. This rule appears in the registration requirements implemented by Revenue Regulations No. 7-2024, which carries the amendments introduced by the Ease of Paying Taxes Act. Registration is done electronically or manually with the Revenue District Office (RDO) having jurisdiction over the corporation's place of business address. The corporation then secures a Certificate of Registration (COR), registers each applicable internal revenue tax, and complies with invoicing and bookkeeping requirements.

Where a foreign-owned corporation registers

Under RR No. 7-2024, corporations, partnerships, associations, cooperatives, and government agencies and instrumentalities register online or manually at the RDO having jurisdiction over the place of business address. A branch or facility is registered at the RDO covering the branch or facility location, while taxpayers under the Large Taxpayers jurisdiction register with the Large Taxpayers Office or Division where the head office is registered.

Nonresident foreign corporations register with RDO No. 39 – South Quezon City. A resident foreign corporation operating through a Philippine subsidiary or branch, however, follows the general rule and registers where its place of business is located.

Step-by-step BIR registration for a foreign-owned company

RR No. 7-2024 lists the compliance steps for business taxpayers. In practice, the order runs as follows:

1. Register with the BIR and secure the Certificate of Registration (COR) within the deadline for registration — on or before commencement of business, or within 30 calendar days from SEC registration, whichever comes first.
2. Register each type of internal revenue tax for which the corporation is obligated, and update the registration for any changes.
3. Comply with invoicing requirements. For manual invoices, secure an Authority to Print (ATP) or use BIR Printed Invoices; for computer-aided issuance, secure a Permit to Use Loose Leaf Invoices and ATP; for a Computerized Accounting System, secure an Acknowledgement Certificate.
4. Comply with bookkeeping requirements. For manual books, register the books of accounts; for loose-leaf and computerized systems, register within the prescribed period.
5. Secure the Notice to Issue Invoices.
6. Attend the taxpayer's initial briefing conducted by the RDO, which informs newly registered businesses of their rights and obligations.

A P30.00 documentary stamp tax is paid upon issuance of the BIR Certificate of Registration or Electronic Certificate of Registration.

The RDO includes newly registered business taxpayers in its monthly Tax Compliance Verification Drive (TCVD) after thirty (30) calendar days from the date of business registration to validate declarations and verify existence.

Registering the business name and posting the COR

Each business name used — including any "store name" used in an online store or e-commerce platform — must be registered with the BIR if it is also registered with the SEC or DTI, and is reflected in the BIR Certificate of Registration. The BIR Business Registration Date is reckoned from the date the taxpayer registered its business and/or business name as reflected in the COR.

The original COR or electronic COR must be posted at the place where business is conducted and at each branch or facility, clearly visible to the public. Online businesses must conspicuously display a copy of the electronic COR on their website, seller or merchant page, or e-commerce platform account.

Taxes a foreign-owned corporation must register

Registration is not limited to income tax. Under RR No. 16-2005, any person who, in the course of trade or business, sells, barters, exchanges, or leases goods or properties, or renders services, is liable to VAT under Sections 106 to 108 of the Tax Code. A corporation with gross sales or receipts exceeding the VAT threshold must register as a VAT taxpayer and issue a duly registered VAT Invoice for every sale, with the statement that the seller is a VAT-registered person, the TIN and branch code, the amount including VAT, and the date, quantity, unit cost, and description of the goods or services. A VAT-registered person must also maintain a subsidiary sales journal and subsidiary purchase journal.

Corporations must likewise register for withholding taxes, which the BIR requires on certain income payments, and file the corresponding returns.

Invoicing and record-keeping after registration

The Ease of Paying Taxes Act, implemented by RR No. 7-2024, made the Invoice the primary evidence of sale for both goods and services, replacing the Official Receipt for that purpose. All persons subject to internal revenue tax must issue a duly registered invoice for each sale or transfer of merchandise or services valued at P500.00 or more, showing the name, TIN, date of transaction, quantity, unit cost, and description. VAT-registered persons must issue a registered invoice regardless of the amount.

Books of accounts and other accounting records must be preserved for five (5) years reckoned from the day following the deadline for filing the return, or from the date of actual filing if filed after the deadline. Records must be kept at the place of business, intact and unaltered, subject to inspection by internal revenue officers.

Frequently asked questions

How soon must a foreign-owned company register with the BIR? On or before the commencement of business — reckoned from the first sale transaction or 30 calendar days from issuance of the SEC Certificate of Registration, whichever comes first, under the registration requirements implemented by RR No. 7-2024.

Can a foreign-owned corporation register with the BIR online? Yes. Registration may be done electronically or manually with the RDO having jurisdiction over the place of business address. Manual processing is available at BIR offices in case of system downtime or technical issues.

What happens if a business operates without BIR registration? RR No. 7-2024 provides that any person who carries on or engages in any business and is not duly registered with the BIR shall, upon conviction for each act or omission, be punished in accordance with the penalty provided in the Tax Code. The specific penalty provision is not reproduced in the library text, so the exact section number is not cited here.

Practical takeaways

• Register with the BIR on or before commencement of business, or within 30 calendar days from SEC registration, whichever comes first.
• File with the RDO covering the place of business address; nonresident foreign corporations register with RDO No. 39 – South Quezon City.
• Register every applicable tax type, not just income tax — including VAT and withholding taxes.
• Secure the COR, comply with invoicing and bookkeeping requirements, obtain the Notice to Issue Invoices, and attend the RDO initial briefing.
• Preserve books and accounting records for five years and keep them available for BIR inspection.

Primary sources

The rules discussed above are drawn from the following primary sources. Where the firm's library holds the document as a PDF it is embedded here in full; the rest are cited by title.

RR No. 7-2024 — Implements Section 113, 235, 236, 237, 238, 242, 243 of the Tax Code of 1997, as amended by RA No. 11976 (Ease of Paying Taxes Act), on the registration procedures and invoicing requirements (Date Posted: April 12, 2024)Open in Law LibraryDownload PDF

RR No. 16-2005 — Prescribes the Consolidated Value-Added Tax Regulations of 2005 superseding RR No. 14-2005 (Published in Manila Times on Oct. 21, 2005) Digest | Full TextOpen in Law LibraryDownload PDF

• REPUBLIC ACT NO. 10963 - AN ACT AMENDING SECTIONS 5,6, 24,25, 27, 31, 32, 33, 34, 51, 52, 56, 57, 58, 74, 79, 84, 86, 90, 91, 97, 99, 100, 101, 106, 107,108,109,110,112,114,116,127,12S, 129, 145, 148,149,151,155,171,174,175,177,178,179,180, 181, 182, 183,186,188,189,190,191,192, 193,194,195, 196, 197,232, 236,237,249, 254, 264,269, AND 288; CREATING NEW SECTIONS 51-A, 148-A, 150-A, 150-B, 237-A, 264-A, 264-B, AND 265-A; AND REPEALING SECTIONS 35,62, AND 89; ALL UNDER REPUBLIC ACT NO. 8424, OTHERWISE KNOWN AS THE NATIONAL INTERNAL REVENUE CODE OF 1997, 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.