Philippines / Business registration / Choosing the entity

Choosing the entity

The entity decision is made by two numbers: the foreign equity percentage, and the capital that percentage requires. The fee follows from those, not the other way round.

Under 40% foreign equity in a domestic enterprise, the capital requirement is small and the route is a corporation or an OPC at the SEC filing formula. Above 40%, a domestic market enterprise needs US$200,000 paid-up, reducible to US$100,000 with advanced technology, a startup endorsement or 15 Filipino employees. An export enterprise needs ₱5,000. A representative office needs a US$30,000 inward remittance.

What the government charges

Item	Amount
Sole proprietorship, DTI business name Plus ₱5,530 CAEB if the owner is foreign	₱230 to ₱2,030
Corporation or OPC, SEC formula On ₱1,000,000 authorised capital	from ₱3,130
Domestic corporation, over 40% foreign, domestic market US$100,000 in three cases	US$200,000 paid-up
Domestic corporation, over 40% foreign, export At least 60% of output exported	₱5,000 paid-up
Branch office Inward remittance	US$200,000
Representative office One-time inward remittance, no income allowed	US$30,000
Foreign retailer Plus a ₱10,000,000 store capital requirement	₱25,000,000

Capital thresholds from the BOI 2026 Cost of Doing Business. A representative office cannot earn income in the Philippines, which is the constraint that most often forces a branch or a subsidiary instead.

Who needs this

Any foreign investor deciding how to enter the market.
A Filipino-owned business deciding between a sole proprietorship, an OPC and a corporation.

Who does not

Businesses in a sector with its own licensing regime, where the entity is dictated by the regulator.

How it is done

Check the negative list firstIf the activity is on List A, B or C, the ownership percentage is capped and no structure works around it.
Then check the equity percentage40% is the line that decides whether the US$200,000 threshold applies.
Then the capitalThe threshold is paid-up capital, not authorised. The SEC fee is computed on authorised.
Only then choose the vehicleSole proprietor for a single owner testing a market, OPC for limited liability alone, corporation for partners or investors, branch for a foreign parent, representative office for market research only.

Deadline and what happens if you miss it

No deadline to choose, but the choice is expensive to reverse: converting a sole proprietorship into a corporation is a new registration, not an amendment.

Why files get refused at the counter

A structure that puts a nominee in front of a nationality rule, which is the single most common reason a foreign-owned file is rejected today.
A representative office that invoices a Philippine client, which turns it into doing business without a licence.

Who does what

You

State the activity, the equity split and the capital you can actually pay in.

LPP

Run the negative list check and the threshold arithmetic before any document is drafted, and show you the total government cost of each route.

Accredited partner

Registers the chosen vehicle and the post-registration filings.

Have this filed without the guesswork

Send the file to us. We confirm the current fee with the agency, prepare the documents, and tell you in writing what is missing before anything is submitted.

Start this case See our fees

Sources

BOI, 2026 Cost of Doing Business, capital requirements: https://boi.gov.ph/wp-content/uploads/2026/03/2026-Cost-of-Doing-Business_11March2026.pdf
R.A. 7042, Foreign Investments Act, negative list structure: https://lawphil.net/statutes/repacts/ra1991/ra_7042_1991.html
BOI, FAQs on doing business: https://boi.gov.ph/faqs-on-doing-business-in-the-philippines/

Last verified against the issuing agency on 2026-10-24. If an agency changes a fee or a deadline after that date, this page is out of date and we correct it before quoting.