How Much Does It Cost to Register a Corporation in the Philippines?

There is no single, flat sticker price to register a Philippine corporation, because the cost is spread across three different government agencies plus whatever professional help you use. As a rough planning figure, a small domestic stock corporation with a modest authorized capital — say around ₱1,000,000 — typically pays somewhere between ₱15,000 and ₱40,000 in combined government-side fees (SEC, BIR, and local government unit) before adding notarial, legal, or accounting fees. Here is how that number is actually built.

The Three Government Cost Buckets

Every corporation, regardless of size, moves through the same three layers of government registration, and each layer charges its own fees:

• SEC (Securities and Exchange Commission): registers the Articles of Incorporation and By-Laws and issues the Certificate of Incorporation — this is where the corporation legally comes into existence.
• BIR (Bureau of Internal Revenue): registers the corporation as a taxpayer, issues the Certificate of Registration, and collects documentary stamp tax on the shares you issue.
• LGU (the city or municipality where the business will operate): issues the barangay clearance and Mayor’s or business permit needed before the corporation can actually operate at its registered address.

On top of these, most incorporators pay for notarization of the Articles of Incorporation and Treasurer’s Affidavit, and many engage a lawyer or accountant to draft the documents and shepherd the filing, which is a separate cost that varies by firm and complexity rather than a government-set fee.

SEC Registration Fees: How They Are Computed

The SEC’s filing fee for Articles of Incorporation of a stock corporation is not a flat amount — it is computed as a percentage of the company’s capital, under the SEC’s schedule of fees and charges:

• For a corporation with par-value shares, the basic filing fee is one-fifth of one percent (1/5 of 1%) of the authorized capital stock, or of the subscription price of the subscribed capital, whichever is higher — subject to a floor of not less than ₱1,000.
• A legal research fee, computed as a percentage of the filing fee, is added on top.
• A modest name verification or reservation fee applies when the proposed corporate name is checked and reserved with the SEC.
• Separate, smaller filing fees apply to register the By-Laws and, once operating, the Stock and Transfer Book.

Worked through an example: for a corporation with ₱1,000,000 in authorized capital stock, the base SEC filing fee alone would be roughly ₱2,000 (1/5 of 1% of ₱1,000,000), before the legal research fee, name fee, and by-laws registration are added. A corporation with a smaller authorized capital — a few hundred thousand pesos, which is common for small and micro businesses now that there is no minimum capital requirement to meet — will pay closer to the ₱1,000 floor for the base filing fee.

One structural point worth knowing: the Revised Corporation Code did away with the old minimum paid-up capital requirement for ordinary stock corporations. Unless a specific industry law requires a minimum (banks, financing companies, and certain foreign-owned enterprises still have their own capital floors), a stock corporation can generally be registered with whatever authorized capital the incorporators choose, which is what lets many small businesses keep their SEC filing fee close to the ₱1,000–₱3,000 range.

MSME Discounts Worth Checking Before You File

The SEC has periodically extended a discount on registration fees for micro, small, and medium enterprises, generally defined by asset size (micro enterprises with assets up to roughly ₱3 million, small businesses up to roughly ₱15 million, and medium enterprises up to roughly ₱100 million, under the MSME classification framework). As of 2026, a 20% discount on SEC corporate registration fees for qualifying MSMEs has been extended through the end of the year. Since eligibility and the discount period are set by SEC memorandum circular and can change, it is worth confirming the current rate and cut-off date directly with the SEC, or through your filing portal, at the time you actually register rather than relying on last year’s figure.

BIR Costs: Documentary Stamp Tax and Registration

Once the SEC issues the Certificate of Incorporation, the corporation must register with the BIR before it can legally issue receipts or invoices. The BIR side carries two distinct costs:

• Documentary stamp tax (DST) on the original issue of shares. Under the Tax Code as amended by the TRAIN law, DST on the original issuance of shares of stock is computed at roughly 1% of the par value of the shares issued (or the actual consideration for no-par shares). This is not a flat registration cost — it scales directly with how much subscribed capital is actually paid in and issued as shares, so a corporation that issues more shares up front pays more DST.
• BIR registration itself. Registering the corporation as a taxpayer, securing a Tax Identification Number, and registering books of account and authority to print receipts carry their own minor processing costs. Note that the old annual ₱500 BIR registration fee that businesses used to pay every January was removed under the Ease of Paying Taxes Act, so this is no longer a recurring line item you need to budget for after the first year.

Local Government Costs: Barangay and Mayor’s Permit

Before the corporation can operate at its registered business address, it generally needs a barangay clearance and a Mayor’s or business permit from the city or municipality. These fees are set locally, not nationally — every city and municipality has its own schedule, often tied to the type of business, floor area, and declared capitalization — so there is no single peso figure that applies everywhere. As a planning matter, budget anywhere from a few thousand pesos in smaller municipalities to a substantially higher amount in major cities with higher business-permit schedules, and confirm the specific computation with the LGU where the business will actually be located before finalizing your budget.

Putting It Together: A Sample Cost Range

For a small, straightforward domestic stock corporation with modest authorized capital, a realistic all-in government-fee estimate looks like this:

• SEC fees (filing fee, legal research fee, name fee, by-laws registration): roughly ₱2,000 to ₱5,000 for a modest authorized capital, more as authorized capital rises since the base fee is percentage-based.
• BIR costs (documentary stamp tax on issued shares, registration processing): varies directly with how much capital is actually subscribed and issued as shares; often several thousand pesos for a small corporation.
• LGU fees (barangay clearance, Mayor’s/business permit): commonly a few thousand pesos, more in major cities or for larger declared capitalization.

Add these together and a small corporation commonly lands in the ₱15,000 to ₱40,000 range in pure government fees, with the exact number depending heavily on authorized and subscribed capital, the LGU involved, and how many shares are issued at the outset. This figure does not include notarization, courier costs, or professional fees for a lawyer or accountant to prepare the Articles of Incorporation, By-Laws, and supporting documents, which is a separate and highly variable cost depending on the complexity of the corporate structure and who you engage to do the work.

Practical Notes on Keeping Costs Down

• Right-size your authorized capital. Because the SEC filing fee and the DST on issued shares both scale with capital, incorporators sometimes set an authorized capital far higher than the business actually needs, which inflates the initial registration cost for no operational benefit. Since there is no general minimum capital requirement anymore, there is usually no reason to authorize more than the business realistically plans to raise in its early years.
• Use the SEC’s online registration systems where available, which can reduce processing time and, in some cases, incidental costs compared to fully manual, in-person filing.
• Check MSME discount eligibility before paying, since a 20% reduction on SEC fees is a meaningful saving for a qualifying small business and is easy to miss if you are not specifically asked about it at filing.
• Confirm your specific LGU’s permit schedule early, since this is the least standardized of the three cost buckets and the one most likely to surprise a first-time incorporator.

Frequently Asked Questions

Is there still a minimum paid-up capital requirement for a Philippine corporation? Generally no. The Revised Corporation Code removed the old minimum paid-up capital requirement for ordinary stock corporations, though specific industries like banking, financing, and certain foreign-owned businesses still have their own capital requirements under separate laws.

Do I still pay an annual registration fee to the BIR after incorporating? No. The annual ₱500 BIR registration fee that businesses used to renew every January was removed under the Ease of Paying Taxes Act, so it is no longer a recurring cost once the corporation is initially registered.

Are there discounts available for small businesses registering with the SEC? Yes. The SEC has extended a 20% discount on corporate registration fees for qualifying micro, small, and medium enterprises through 2026, based on asset-size thresholds, so it is worth checking eligibility before paying the standard fee.

What is the single biggest factor that changes how much I pay? The amount of authorized and subscribed capital stock, since both the SEC filing fee and the BIR documentary stamp tax on issued shares are computed as a percentage of capital rather than charged as flat fees.

This commentary is for general informational purposes only and does not constitute legal advice. For guidance specific to your situation, please consult a licensed attorney.

If you have questions about your rights or options under Philippine law, our firm is available to assist. You may reach us via Viber or WhatsApp, call us at 0995 433 5550, or send an email to vivasnobles@gmail.com. We look forward to hearing from you.