Stage 01 · Starting out

Pick the right structure before you register anything.

Your entity decides your tax rate, how exposed your personal assets are, and how much paperwork you carry every year after. Changing it later means closing one business and opening another.

Talk to us about your options Compare side by side

Three routes

Which one fits the business you are actually building?

1 Fastest

Sole proprietorship

One owner, registered with DTI. You and the business are the same person in law — simplest to run, and the riskiest if things go wrong.

Registers withDTI
LiabilityUnlimited
Set-up2–3 weeks
See the requirements →
2 Shared

Partnership

Two or more people put in money, property or skill and split the profits on terms you write yourselves. Registered with the SEC.

Registers withSEC
LiabilityUnlimited*
Set-up4–6 weeks
See the requirements →
3 Most protected

Corporation or OPC

A separate legal person owned by shareholders. Since RA 11232 one person can incorporate alone, and corporations live on indefinitely.

Registers withSEC
LiabilityLimited
Set-up4–8 weeks
See the requirements →

*General partners carry unlimited liability. Limited partners are exposed only up to what they contributed.

Foreign parent company?

A representative office or a branch office may suit you better than a new corporation

Both let an existing foreign company operate here under its own name — with very different capital requirements and tax consequences.

Compare the two →

Side by side

The differences that actually cost money

  Sole proprietorship Partnership Corporation / OPC
Registers withDTISECSEC
OwnersOneTwo or more1 (OPC) to 15 incorporators
Minimum capitalNone requiredSEC registration required at ₱3,000 and aboveNone as a rule; some activities carry statutory minimums
Personal liabilityUnlimited — personal assets are reachableGeneral partners unlimited and solidary; limited partners capped at contributionLimited to shares paid in
Income taxGraduated personal rates, or the 8% option on grossTaxed like a corporation; general professional partnerships are taxed at partner level20% for small domestic corporations, otherwise 25%
Annual filingsBIR returns, LGU renewalSEC GIS and financial statements, BIR, LGUSEC GIS and audited FS, BIR, LGU, board and stockholder minutes
Life spanEnds with the ownerDissolves on a partner’s death or withdrawal unless the articles provide otherwisePerpetual unless a term is stated
Bringing in moneyYour own funds and loansNew partners, by amending the articlesIssue or transfer shares
Typical set-up2–3 weeks4–6 weeks4–8 weeks

Thresholds and agency requirements change. Confirm the current figures with us before you file — we run this sequence for clients continuously and keep the checklists current.

Not sure which one? That is the conversation to have first.

Tell us what the business does, who is involved and where the money comes from. We will tell you which structure fits — then register it end to end and hand you the certificates.

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