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For Manpower Agencies that will cater abroad:

1. Register your business name with the Department of Trade and Industry (DTI) for single proprietor or with the
Securities and Exchange Commission (SEC) for corporations or partnerships.
2. Get a barangay clearance and then proceed to the Municipal or City hall to get your business permit.
3. Register with the Bureau of Internal Revenue and get your TIN, Certificate of Registration, and authority to print
receipts.
4. Apply for license with the Philippine Overseas Employment Agency (POEA). Some of the critical requirements here
are:

a. At least 75 percent of the company must be owned and controlled by Filipino citizens.
b. Proof of substantial capital and/or investment.
c. Proof of marketing capability as supported by the following:

i. Duly executed Special Power of Attorney and / or duly concluded Recruitment Agreement authenticated by the
Philippine Embassy nearest the prospective employer;
ii. Manpower request or visa certification from new employers for not less than 100 workers duly verified by the
Philippine Overseas Labor Office nearest the jobsite;
iii. Certification from the POEA Pre-Employment Services Office

d. Proof of possession by the single proprietor, partners, the company President or the Chief Executive Officer, as the case
may be, of a Bachelor’s Degree and three years of business experience.
e. NBI clearance issued not earlier than 6 months prior to filing of application and clearance from the POEA Anti-illegal
Recruitment Branch of the proprietor, partners or members of the Board of Directors, as the case may be, officers and
employees who will be involved in recruitment and placement activities. Foreign directors or partners shall submit
clearance from their country of origin in lieu of the NBI clearance.
f. At least a 100 square meter size office as evidenced by a contract of lease or proof of building ownership.
g. Proof of publication in a newspaper of general circulation on the notice of the application with the name of the
proprietor, partners, incorporators and officers.
h. Attendance of Pre-licensing seminar conducted by the POEA.
i. Payment of filing and license fee.

For Manpower Agencies for the domestic market only:


Follow the steps in numbers 1 to 3. You no longer need to get a license from the POEA. Here’s the other requirements
that must be submitted:

1. Submit a duly accomplished and notarized application form with undertaking (2) copies at the Department of Labor
and Employement (DOLE).

2. Contract of Lease for two (2) years or Owner’s Certificate / Title of Office Location.

3. Updated NBI Clearance of the partners in the case of partnership or all the officers and members of the Board of
Directors in the case of corporation.

4. Organization structure and list of all officers and personnel with their respective bio-data and ID pictures and detailed
description of duties and responsibilities.

5. Sworn statement of assets and liabilities or duly audited financial statement, as the case may be.

6. Proof of payment of surety bond (valid for 2 years).

7. Payment of fees: Filing fee, license fee, cash bond.


What is a Corporation?
Our definition earlier states that a Corporation is, “A separate, legal entity guided by
a group of officers known as the board of directors.”

To fully grasp its meaning, we have to understand what “legal entity” means first.
From the same site:

A legal entity has legal capacity to enter into agreements or contracts, assume
obligations, incur and pay debts, sue and be sued in its own right, and to be held
responsible for its actions.

That last line made me chuckle. “Be held responsible for its actions”.

It almost sounds like “legal entity” is an actual person.

But if you think about it, it actually does make sense to compare a corporation to an
actual person to better understand its meaning. Why?

Because this line of thought gives us a glimpse of why corporations are created in
the first place: Limited Liability.

Put simply, “Limited Liability” states that the owners and shareholders of the
corporation are not responsible for all its debts if the company fails. The company
itself, as a legal entity, is liable for the rest.

It’s as if there’s another person who can be held liable in the event the business goes
bankrupt.

It allows shareholders to protect their personal assets in the event that the business
fails. Or if somebody sues the company, all damages will be limited to the assets that
are within the company. The suing party can’t go after the shareholders’ personal
assets like their cars, homes, and other belongings.

The same cannot be said for a sole-proprietorship type of business because it does
not separate the business entity from its owner. In the event the company gets sued
or goes into debt, the owner is responsible for it. The creditors or suing party can go
after the owner’s personal assets.

Which is why while it’s more costly and complicated to set-up, bigger businesses
choose to establish a corporation in order to have this kind of protection. Let’s take a
closer look at the Pros and Cons of running a corporation:

Pros of a Corporation:

 Risk and liability is limited to the corporation.

 Owners are not liable themselves.

 Founders can raise capital through issuance of stocks to shareholders


 Ownership can be transferred to different owners

 Existence of a corporation has no limits

 Acting as a legal entity means it can take legal actions like person

 A board of directors handles management of the corporation

Cons of a Corporation:

 More expensive to set up versus single proprietorship

 Requires more legal paperwork to accomplish

 Operating costs are higher

 Taxes incurred are higher

 Subject to more Government requirements and laws

Registration with POEA for Manpower Recruitment Agencies

Pursuing a manpower recruitment business in the Philippines is feasible through registration of a


corporation with the required Philippine equity or through partnership with an existing licensed
recruitment office, or a single proprietorship with a license. This license is obtained when registering the
manpower recruitment company with the Philippine Overseas Employment Administration (POEA). The
POEA guidelines provide that only those who possess all the following qualifications may be permitted to
register a company and engage in the business of recruitment manpower and placement of Overseas
Filipino Workers (OFW). Jiana will assist your company with the requirements and registration process to
register a manpower recruitment company or agency with the POEA, SEC, and BIR. I will draft all
contracts and consolidate all required documentation. K&C works directly with its clients and POEA to
ensure an efficient registration process.

Capital Requirements and Ownership

A manpower/recruitment agency must be 75% Filipino-owned and have a P5,000,0000 minimum paid-
up capital. You will be required to maintain a balance in a local bank of P500,000 and have a
P1,000,000.00 escrow agreement with POEA (Philippine Overseas Employment Administration), as well
as a P100,000 bond.

POEA Overview

The Philippine Overseas Employment Administration (POEA) is the government agency in the Philippines
which is responsible for optimizing the benefits of the country’s overseas employment program. The
POEA is attached to the Department of Labor and Employment (DOLE) and was created to promote and
to monitor the overseas employment of Filipino workers. POEA is also the lead government agency
tasked to monitor and supervise all foreign-owned and local manpower recruitment agencies in the
Philippines. The POEA is also an ISO-certified organization. This certification is proof of its international
standards.
POEA Primary Functions

Industry Regulation

 Issues license to engage in overseas recruitment and manning to private recruitment agencies and ship
manning companies
 Hears and arbitrates complaints and cases filed against recruitment and manning agencies, foreign
principals and employers, and overseas workers for reported violation of POEA rules and regulations,
except for money claims
 Implements a system of incentives and penalty for private sector participants
 Sets minimum labor standards
 Monitors overseas job advertisements on print, broadcast, and television
 Supervises the government’s program on anti-illegal recruitment
 Imposes disciplinary actions on erring employers, workers, and seafarers

Employment Facilitation

 Accredits & registers foreign principals and employers hiring Filipino workers (OFWs)
 Approves manpower requests of foreign principals and employers
 Evaluates and processes employment contracts
 Assists departing workers at the ports of exit
 Develops and monitors markets and conducts market research
 Conducts marketing missions
 Enters into memorandum of understanding on the hiring of Filipino workers with labor-receiving foreign
countries
 Facilitates the deployment of workers hired through government-to-government arrangement
 Provides a system of worker’s registry

Other Legal Documents to consider when establishing your business:


Data Privacy – your customers are providing you with their data and using your
service.

 Are you up to date in terms of implications of the recent amendment to the


Privacy Act?

 Is your company compliant and operating within Philippine Law?

 And what about your Terms and Conditions of Use, does it indemnify you
against misuse of your services?

 Could your company be doing more to better protect its intellectual property?

 Or could you be extracting more value from your IP?

Employment Agreement – you’ll be looking to bring on staff in the short to


medium term and you’ll need an employment agreement that best protects your
business.

Shareholders agreement – You need this agreement to protect your shares which
are just entrusted to other shareholders.
Related: How to Start a Business in the Philipines

Why is it important to have a Business License?


Legal Protection.
To receive a business license, a business must comply with all requirements of the
city granting the license. Applying for a business license ensures that the new
business owner’s infrastructure, plans and policies are in line with city regulations.

In addition, most cities legally require businesses to be licensed, so possessing a


business license protects the owner from being shut down for having an
illegal business.

Credibility.
Customers are often wary of new businesses. Prior to purchasing goods or services,
particularly over the Internet, customers want to ensure that the business is
legitimate.

If the entrepreneur displays her business license in her store or on her company
website, it helps reassure customers that they are dealing with a business and not a
scam artist. Other businesses the entrepreneur deals with also may need to see the
business license prior to doing business.

Receiving Funds.
Many cities offer to fund to new businesses, particularly start-up businesses. To
qualify for funds, a business must possess a business license demonstrating that the
city approves of the business venture.

Tax Compliance.
From the point of view of the city issuing a license, business licenses are important
because they provide a record of all businesses who may owe tax to the city.

Many cities require license holders to pay quarterly taxes on merchandise sold in
order to keep the license current. From entrepreneurs’ point of view, business
licenses are equally important because they allow them to easily keep up with taxes
owed to the city, keeping them out of legal and financial trouble.

In addition, many businesses must pay federal and state taxes on a quarterly basis;
paying city taxes to keep the license current can help remind business owners to pay
other taxes due.

Wholesale Benefits.
If an entrepreneur resells merchandise purchased elsewhere, he can get the
merchandise at lower cost if he has a license. Licenses allow entrepreneurs to
purchase items at the wholesale cost–the cost of producing the item–rather than at
the price it sells for in stores. Entrepreneurs do not pay tax on items bought for
resale; the customer pays tax when the item is resold.
Many manufacturers require entrepreneurs to show them a license prior to selling
items at discounted prices. This ensures that the entrepreneur is legitimate rather
than someone trying to buy items for personal use at lower prices.

What are the legal matters a Corporation must take into consideration?
The main advantage of incorporating is the protection from personal liability, but
these should not be taken for granted.

Once a business is incorporated, the directors must ensure that it retains its legal
status. You must keep detailed financial records and ensure that tax returns are filed
fully and on time, for starters.

A business that fails to perform these legal duties risks losing its corporate status
(and the protections of incorporation). A corporation that is delinquent on its taxes
or otherwise out of compliance, for instance, may not be able to file a civil lawsuit or
secure capital until it resolves these issues.

Depending on the business form, the certain legal formalities must be followed in
order to maintain the legal status of a corporation. Once incorporated, a business’s
ongoing obligations include the following:

1. First Board Meeting

You will need to call and conduct an initial meeting of the board of directors or
shareholders as required in the articles of incorporation. This will help set the tone
and establish the direction of the new corporation.

2. Successive Board Meetings

Hold future meetings at least as often as required by applicable business laws.

3. Following the Articles of Incorporation

Conform all decisions and internal procedures to the outline set forth by the articles
of incorporation.

4. Meeting Minutes

Record all the actions and decisions of the board of directors in the corporate
minute book. Minutes typically include the names of the board members and anyone
else present at the meeting, with a record of reports by the officers, actions taken,
etc.

5. General Information Sheet

Maintain your GIS with the SEC, as required by law.

6. Renewal of Business Permit


Maintain your permit by renewing quarterly (for new business) and annually on the
succeeding years provided you have shifted the payment from quarter to annual.

7. Licensing and Professional Standards

Some businesses must comply with licensing requirements or professional


standards to preserve their status. These businesses may need to maintain further
records or use special procedures or equipment based on rules for their specific
industries.

8. Taxes

Obtain tax identification numbers for the business, and file necessary tax returns
annually.

9. Securities

Issue shares of stock as mandated by the articles of incorporation and securities


laws.

10. Bookkeeping

Establish and maintain corporate books and records, including accounting ledgers,
shareholder records, and corporate minute books.

Failure to Follow Legal Procedures of a Corporation


A failure to honor these and other corporate obligations can result in personal
liability for directors, officers, or shareholders for business obligations and debts.
Because of these harsh consequences and because the specific legal requirements
vary depending on the business’s location and form, businesses should seek
professional legal assistance.

In many states, this suspension or revocation of corporate status is referred to as a


“loss of good standing.”

Generally speaking, a company that fails to follow the legal corporate procedures
may face the following consequences:

 Personal liability for the acts of the company

 Inability to file a civil lawsuit

 Tax liens (nonpayment of tax obligations)

 Difficulty securing capital investments or loans (see: where to get loans)

 Fines and other penalties

Get Help Complying with Your Corporation’s Legal Requirements


Organizing your business as a corporation provides many advantages over other
legal structures, mainly having to do with taxes and protection from personal
liability. But once you incorporate, it’s important that you follow certain procedures
in order to maintain these protections. Corporate officers are busy running their
business.

Tips on Running Your Corporation


Here’s a rundown of who plays what roles in a corporation:

Board of directors:
The original directors are designated in the Articles of Incorporation, which is the
document filed with the state to legally form the entity.

Directors oversee the officers of the company and assure that it operates according
to law and corporate procedures. Directors have a fiduciary duty to the corporation
to act in the corporation’s best interest, not to their own best interest, among other
legal duties.

These duties are to protect the shareholders’ investments in the corporation.


Investors often want at least one representative on the board of directors, since the
board formally controls the decisions of the company.

However, sometimes investors avoid having any directors and arrange other
contractual alternatives in order to avoid the fiduciary duty requirements to act for
the benefit of the corporation rather than themselves.

The board of directors appoints and may fire the corporation’s officers, who are
responsible for the day-to-day operations of the company.

Shareholders:
Shareholders are people who’ve been granted stock by the corporation in exchange
for money paid or services performed for the corporation.

The shareholders meet annually, at the corporation’s annual meeting, to elect the
board of directors. Shareholders are not financially liable for the debts of the
corporation and are not legally liable for any wrongdoing of the corporation.

Investors will be granted shares in exchange for their investment. Typically, they will
want “preferred shares, which means that if there are minimal dividends or other
negative financial events, they will have priority in getting their money over the
“common stock” shareholders.

Officers:
Officers typically include at least a CEO and/or president, secretary and
treasurer/CFO. Officers do not have the same heightened level of fiduciary duties to
the corporation that the board of directors has.
After You’ve Incorporated
Once you’re incorporated, be sure to follow the rules of incorporation. If you don’t, a
court can pierce the corporate veil and hold you and the other owners personally
liable for the business’s debts.

It is important to follow all the rules required by state law. You should keep accurate
financial records for the corporation, showing a separation between the
corporation’s income and expenses and that of the owners’.

The corporation should also issue stock, file annual reports and hold yearly
meetings to elect officers and directors, even if they’re the same people as the
shareholders. Be sure to keep minutes of these meetings.

On all references to your business, make certain to identify it as a corporation, using


Inc. or Corp., whichever your state requires. You also want to make sure that
whomever you deal with, such as your banker or clients, knows that you are an
officer of a corporation.

To make sure your corporation stays on the right side of the law, heed the following
guidelines:

 Call the secretary of state each year to check your corporate status.

 Put the annual meetings (shareholders’ and directors’) on tickler cards.

 Check all contracts to ensure the proper name is used in each. The signature
line should read “Juan de la Cruz, President, XYZ Corp.,” never just “Juan de la
Cruz.”

 Never use your name followed by “dba” (doing business as) on a contract.
Renegotiate any old ones that do.

 Before undertaking any activity out of the normal course of business–like


purchasing major assets–write a corporate resolution permitting it. Keep all
completed forms in the corporate book.

 Never use corporate checks for personal debts and vice versa.

 Get professional advice about continued retained earnings not needed for
immediate operating expenses.

Manpower Agency
RMC 39-2007 does not apply to manpower agencies such as janitorial services contractors as
clarified by the BIR under BIR Ruling 213-15.

The 12% value-added tax on the sale of services is based on gross receipts. Gross receipts shall
include amounts actually or constructively received during the taxable quarter. It shall include the
compensation or service fee, the amount charged for materials supplied with the services, and
deposits or advance payments.

For purposes of withholding tax, the tax base shall be the gross income including the cost of
personnel and agency income, exclusive of VAT. VAT as a tax cannot be subject to another tax.

Basis:

1. Section 2.57.2 (E) (4) (g) of Revenue Regulations (RR) No. 2-98

as amended by RR No. 6-2001

2. Section 108 of the Tax Code of 1997, as amended.

3. BIR Ruling [DA-122-08]

4. BIR Ruling DA-C-018-075-10

BIR Business Registration Requirements

1) Certification
• DTI Certification (Single Proprietor)
• Articles of Partnership SEC (Partnership)
• Certificate of Incorporation SEC (Corporation)
• Tax Identification Number TIN (Professional/Consultant)

2) Contract of Lease or Land Title


• Contract of Lease – if you rent the place
• Land Title / Tax Declaration – if you own the place

3) Mayor’s Permit
• Barangay Clearance
If you have completed all of these BIR requirements, you are now ready to proceed with the
registration with the BIR. Here are the 10 steps for registering your business with the BIR.

10 Easy Steps For Registering With The BIR


1. Prepare/accomplish in 3 copies the following BIR forms needed for your business. They are
available at all BIR offices or download these forms online.

Documentary Requirements Single Proprietor Partnership Corporation

BIR FORM 1901 (Application Form) ✓

BIR FORM 1903 (Application Form) ✓ ✓

BIR FORM 0605 (Payment Form) ✓ ✓ ✓


BIR FORM 2000 (Documentary Stamp Tax on

Lease) ✓ ✓ ✓

BIR FORM 2000 (Documentary Stamp Tax on

Subscription) ✓

2. Go to the Revenue District Office (RDO) that has jurisdiction over your registered address. You
can also visit this link to know which RDO has jurisdiction over you.

Documentary Requirements Single Proprietor Partnership Corporation

3.
BIR FORM 1901 (Application Form) ✓ G
o
to

BIR FORM 1903 (ApplicationForm) ✓ ✓

BIR FORM 0605 (Payment Form) ✓ ✓ ✓

BIR FORM 2000 (Documentary Stamp Tax

on Lease) ✓ ✓ ✓

BIR FORM 2000 (Documentary Stamp Tax

on Subscription) ✓

Photocopy DTI Certificate ✓

Photocopy SEC Certificate ✓ ✓

Contract of Lease ✓ ✓ ✓

the officer of the day. He will assess how much to pay for the registration. Normally, the
registration fee is P500.00 while the Documentary Stamp Tax on Subscription depends on how
much your capital is, while the Documentary Stamp Tax on Lease depends on your monthly rental.
Please submit these forms and documents to the officer of the day.

4. After the assessment, go to the accredited banks for payment. Usually accredited banks are
within the vicinity of the RDO or you can ask anyone from the BIR in that RDO to be sure. Submit
these assessed forms to the teller of the bank.

Single

Documentary Requirements Proprietor Partnership Corporation

BIR FORM 0605 (Payment Form) ✓ ✓ ✓


BIR FORM 2000 (Documentary

Stamp Tax on Subscription) ✓

BIR FORM 2000 (Documentary

Stamp Tax on Lease) ✓ ✓ ✓

5. After the payment has been made, go back to your RDO. Get a queue number from the guard. Go
to the registration section for the receiving of your application. Wait for your turn to be called and
submit a photocopy of BIR form payments, special BIR payment form (all Accredited Banks of
RDO have a special payment form for BIR only) and other documentary requirements. The
following are:

Documentary Requirements Single Proprietor Partnership Corporation

BIR FORM 1901 (Application Form) ✓

BIR FORM 1903 (Application Form) ✓ ✓

Photocopy of Paid BIR FORM 0605 (Payment Form) ✓ ✓ ✓

Photocopy of Paid BIR FORM 2000 (Documentary

Stamp Tax on Lease) ✓ ✓ ✓

Photocopy of Paid BIR FORM 2000 (Documentary

Stamp Tax on Subscription) ✓

Contract of Lease or Land Title/Tax Declaration ✓ ✓ ✓

Photocopy of Mayor’s Permit ✓ ✓ ✓

6. Schedule for release. Some RDOs may request you to attend a seminar about the filing of your
taxes before the actual release of Certificate of Registration but some do not; be prepared just in
case. Also, don’t forget to ask for an “Ask for Receipt” sign. Some RDOs will automatically give it to
you together with the COR and some do not. So to be sure, just ask for it.

7. Purchase Books of Accounts. Normally for VAT (Value Added Tax), there are six (6) Books of
Accounts while there are four (4) Books of Accounts for NON-VAT and these are:

Value Added

Kind of Books Tax (VAT) Non-Value Added Tax (Non-VAT)

Journal ✓ ✓
Ledger ✓ ✓

Cash Receipt ✓ ✓

Cash Disbursement ✓ ✓

Subsidiary Sales Journal ✓

Subsidiary Purchase Journal ✓

8. Register the Books of Accounts


• Accomplished BIR Form 1905
• Books of Accounts
• Submit BIR Form 1905 and Books of Accounts to the Registration Section and wait for the
release.

9. Apply for Authority to Print (ATP)


• Accomplished BIR Form 1906
• Photocopy of COR and paid Registration BIR 0605

10. Lastly, printing of your receipts (Official Receipts and/or Invoices). This normally takes one to
two weeks to be printed.

You are now ready to do business. Good luck and don’t forget to file your tax returns and to pay
your taxes on time.

Requirements
Every applicant for a license to operate a private employment agency must submit a written application together with the
following requirements:
1. Business Name Certificate (if sole proprietorship) or a certified copy of the Articles of Partnership or Incorporation duly
registered with the Securities and Exchange Commission (SEC);
2. Proof of financial capacity (bank certificate, ITR, etc.);
3. Proof of existence of new market (POLO verified or authenticated Recruitment/Service Agreement);
4. Employer’s Profile;
5. Proof of possession by the head of the company of a bachelor’s degree or at least four (4) years experience in human
resource management or experience in heading or managing a manpower business;
6. Valid clearances from the NBI and the Anti-Illegal Recruitment Branch of the Administration for the proprietor, partners,
and all members of the board of directors of the applicant agency;
7. Notarized undertaking by the sole proprietor, the managing partner, or the president of the corporation;
8. List of all officials and personnel involved in recruitment and placement, together with their appointment, signed bio-data
and two (2) copies of their passport-size pictures, as well as their clearances from the NBI and their individual
affidavits, declaring that they have no conviction or pending criminal case for illegal recruitment or case involving moral
turpitude;
9. Certificate of attendance of the sole proprietor, managing partner, president, chief executive officer and/or operations
manager in a Pre-Licensing Orientation Seminar (PLOS);
10. Flowchart detailing step-by-step recruitment procedures, etc.;
11. Four-year business plan detailing financial, market and operational viability, and the like.
A non-refundable filing fee of P25,000.00 is assessed by the POEA.

Post-Qualification Requirements
If the application is granted, POEA will require the applicant to comply with the following post-qualification requirements
prior to the issuance of the provisional license:
1. Lease contract or ownership of an office space measuring at least one hundred (100) square meters;
2. An office layout;
3. An inventory of office equipment and facilities which must be compliant with POEA requirements;
4. Organizational chart indicating the duties and responsibilities and names of officers and staff;
5. Payment of license fee of One Hundred Thousand Pesos (PhP100,000.00); and
6. An escrow agreement with a bank authorized by the Bangko Sentral ng Pilipinas to handle trust accounts, with deposit in
the amount of One Million Pesos (PhP1,000,000.00)

Provisional License
Applicants for new licenses shall be issued a provisional license which shall be valid for a limited period of a non-extendible
period of two (2) years from date of issuance. It must be emphasized that agencies with provisional licenses CANNOT deploy
domestic workers.

Regular License
A provisional license may be upgraded to a regular license at any time during its validity upon deployment of one hundred
(100) workers to its new principal/s, and upon submission of the following:
1. Quality Management System (QMS) manual, defining the scope of the agency’s quality management system that includes,
among others, the quality policy and objectives, organizational structure and management responsibilities, and documented
recruitment and deployment processes;
2. Updated bank certificate stating that the escrow deposit remains at One Million Pesos (PhP1,000,000.00);
3. Certificate of no pending case or any substantiated adverse report during the validity of the provisional license;
4. Certificate of attendance to the Continuing Agency Education Program (CAEP) of all its officers and staff; and
5. Latest audited financial statement.
A regular license shall be valid for four (4) years from the date of issuance of the provisional license.
On a final note, please know that this only applies to employment agencies deploying landbased overseas Filipino worker.
Those who wish to deploy seafarers or seamen are subject to different regulations.
This is how to get a license to operate a recruitment agency in the Philippines.

For Manpower Agencies that will cater abroad:


1. Register your business name with the Department of Trade and Industry (DTI) for single proprietor or with the Securities
and Exchange Commission (SEC) for corporations or partnerships.
2. Get a barangay clearance and then proceed to the Municipal or City hall to get your business permit.
3. Register with the Bureau of Internal Revenue and get your TIN, Certificate of Registration, and authority to print receipts.
4. Apply for license with the Philippine Overseas Employment Agency (POEA). Some of the critical requirements here are:

a. At least 75 percent of the company must be owned and controlled by Filipino citizens.
b. Proof of substantial capital and/or investment.
c. Proof of marketing capability as supported by the following:

i. Duly executed Special Power of Attorney and / or duly concluded Recruitment Agreement authenticated by the Philippine
Embassy nearest the prospective employer;
ii. Manpower request or visa certification from new employers for not less than 100 workers duly verified by the Philippine
Overseas Labor Office nearest the jobsite;
iii. Certification from the POEA Pre-Employment Services Office

d. Proof of possession by the single proprietor, partners, the company President or the Chief Executive Officer, as the case may
be, of a Bachelor’s Degree and three years of business experience.
e. NBI clearance issued not earlier than 6 months prior to filing of application and clearance from the POEA Anti-illegal
Recruitment Branch of the proprietor, partners or members of the Board of Directors, as the case may be, officers and
employees who will be involved in recruitment and placement activities. Foreign directors or partners shall submit clearance
from their country of origin in lieu of the NBI clearance.
f. At least a 100 square meter size office as evidenced by a contract of lease or proof of building ownership.
g. Proof of publication in a newspaper of general circulation on the notice of the application with the name of the proprietor,
partners, incorporators and officers.
h. Attendance of Pre-licensing seminar conducted by the POEA.
i. Payment of filing and license fee.

Steps on How to Register a Corporation


1. Reserve and register business name in SEC (Security and Exchange Commission)
 Visit SEC website or make a personal appearance at their office in Mandaluyong.
 Complete and sign all required documents: Articles of Incorporation, By-Laws, Treasurer’s Affidavit, Joint Affidavit of
Two Incorporators. All documents need to be notarized (more on this below).
2. Acquire Barangay Clearance
 Visit the Barangay where your business is located and request for clearance.
 Submit the following together with your Barangay clearance: Certificate of Business Registration from SEC, Two (2)
Valid IDs, Proof of Address (Contract of Lease or Certificate of Land Title)
3. Acquire Business Permit from Mayor’s Office
 Visit the municipal office where your business is located and request for a business permit form.
 Submit the following together with your completed Business Permit: Certificate of Business Registration from SEC,
Two (2) Valid IDs, Proof of Address (Contract of Lease or Certificate of Land Title), Barangay Clearance.
4. Register with BIR (Bureau of Internal Revenue)
 Visit the Regional District Office that covers your business location
 Request for a copy of BIR Form 1903 — Application for Registration of Partnership or Corporation
 Submit the following together with your completed Business Permit: Certificate of Business Registration from SEC,
Two (2) Valid IDs, Proof of Address (Contract of Lease or Certificate of Land Title), Barangay Clearance, Business
Permit from Mayor’s office
 Pay all applicable fees and register your book of accounts and receipts
 Claim your Certificate of Registration
Full List of Requirements & Documents needed for SEC

The incorporation process is lodged with the Securities & Exchange Commission (SEC).
The following requirements/documents must be submitted with the SEC:
1. Name Reservation/Verification Slip
2. Cover Sheet
3. Articles of Incorporation
4. Corporate By-laws
5. Registration Data Sheet
6. Registration Data Sheet (CAPITAL STOCK / INCORPORATORS /DIRECTORS / OFFICERS INFORMATION)
7. Affidavit of Undertaking to Change Corporate Name
8. Treasurer’s Affidavit stating the amount of the shares of stock subscribed and the amount of the subscription price which
has been paid-in to him as Treasurer-in-Trust of the proposed corporation. He should likewise certify that at least twenty-five
percent (25%) of the authorized capital stock has been subscribed, and at least twenty-five percent (25%) of the amount
subscribed has been paid-in to him for the benefit and to the credit of the corporation.
9. Bank Certificate

Anent the documents, the following information must be supplied to adequately fill out the necessary documents for
submission with the SEC:
1. Corporate Name (The last part must end with Inc., Incorporated, Corporation or Corp.)
2. Purpose of the Corporation
3. Address of the Corporation
4. Telephone Number
5. Value of each share (This is usually P100.00 for 1 share)
6. Authorized capital (Total number of shares of the Corporation)
7. Subscribed capital (Number of shares to be subscribed by the incorporators. This cannot be less than 25% of the authorized
capital)
8. Paid-up capital (Number of shares paid by the incorporators. This cannot be less than 25% of the paid-up capital)
9. Name and Branch of Bank where the paid-up capital amount will be deposited
10. Incorporators (Name, nationality, address, birthday, Tax Identification Number, Community Tax Certificate Number
or Passport Number)
11. Shares of the Incorporators (number of subscribed shares, number of shares paid and percentage of ownership)
12. Number of Directors and their names (Must be an incorporator. Not less than 5 and not more than 15 directors)
13. Name of the Chairman of the Board
14. Name of President
15. Name of Corporate Secretary
16. Name of Treasurer
17. Term of the Corporation
18. Date of annual meeting of the corporation
19. Accounting Year (Calendar Year or Fiscal Year. Calendar Year is recommended since this is used by most government
agencies)
The government fees for the incorporation of a domestic corporation are as follows:
 Basic Filing Fee for the Articles of Incorporation – 1/5 of 1% of the authorized capital stock or the subscription price
of the subscribed capital stock
 Legal Research– 1% of the filing fee
 Examining and Filing Fee for the By-Laws
The first step would be to reserve your corporate name either online or personally with the SEC. Once the name is reserved,
you may proceed to SEC to submit the documents listed above.
A faster way to procure the listed documents is to buy the “Green Lane Forms” from the SEC. Said forms cost Five Hundred
Pesos (P500.00) and takes one to two days to process.