How to Register a New Company in the Philippines Online: The SEC eSPARC & e-SECURE Walkthrough
Frequently Asked Questions about Incorporation process using ESPARC and Virtual Office
Below are some commonly asked questions about streamlining your Incorporation process using ESPARC and Virtual Office.
Q: What is eSPARC, and what types of entities can register using it?
A: eSPARC (Electronic Simplified Processing of Application for Registration of Company) is the SEC’s online system for corporate and partnership registration. It caters to One Person Corporations (OPCs) and Domestic Corporations (stock and non-stock) with up to 15 incorporators. It also covers partnerships and foreign corporations securing a license to do business.
Q: What is the difference between eSPARC Regular Processing and OneSEC Processing?
A: Regular Processing involves submitting the application online, paying the fees, and submitting two hard copies of the notarized documents to the SEC office. OneSEC Processing is a faster, fully digital (paperless) route for eligible domestic stock corporations (including OPCs) that can result in a one-day approval and the issuance of a digitally signed Certificate of Incorporation, eliminating the need for hardcopy submission
Q: What is e-SECURE, and why is it mandatory for the ZERO process?
A: e-SECURE (Electronic SEC User Registration Environment) is the SEC's eKYC (Know-Your-Customer) module for user credentialing. For the SEC ZERO processing (a feature of OneSEC), incorporators must be registered and credentialed in e-SECURE to enable them to digitally authenticate system-generated documents via the eSAP (Electronic Submission Authentication Portal), making the process completely paperless.
Q: What information is required to start the eSPARC registration?
A: You will need details like the proposed Company Name (with alternatives), Company Type and purpose, the Principal Office Address (physical or virtual), Capital Structure (Authorized, Subscribed, Paid-Up Capital), and the personal information (Full Name, TIN, address) of all Incorporators and Officers.
Q: What is the first major step after receiving the SEC Certificate of Incorporation (COI)?
A: The next critical step is registering with the Bureau of Internal Revenue (BIR). The company must apply for its Tax Identification Number (TIN) (if not automatically provided via integrated systems like PBH), secure the Certificate of Registration (COR) (BIR Form 2303), register its Books of Accounts, and apply for the Authority to Print (ATP) official invoices/receipts.
Q: What permits are needed from the Local Government Unit (LGU)?
A: A company must secure two main permits from the LGU where its business address is located: the Barangay Clearance (from the local village office) and the Mayor's Permit or Business Permit (from the City/Municipal Business Permits and Licensing Office - BPLO). These must be renewed annually.
Q: What documents must be visibly displayed at the place of business?
A: Once registration with the BIR and LGU is complete, the company must conspicuously display the following mandatory documents at its principal place of business: the BIR Certificate of Registration (COR) and the Mayor’s/Business Permit (and its supporting clearances).
Q: Which statutory agencies must a company register with if it plans to hire employees
A: Companies that hire employees are legally required to register as an employer with three mandatory social security agencies: the Social Security System (SSS), the Philippine Health Insurance Corporation (PhilHealth), and the Home Development Mutual Fund (Pag-IBIG Fund). The Philippine Business Hub (PBH) aims to integrate these registrations.
Q: Is using a Virtual Office address for business registration legal in the Philippines?
A: Yes, using a virtual office is legal and accepted by Philippine regulators such as the DTI, SEC, BIR, and Local Government Units (LGUs). You must ensure the provider is located in a properly zoned commercial building and can supply verifiable documentation.
Q: Can a Virtual Office be used by foreign companies or for bank account opening?
A: Yes, a virtual office address can be used by foreign companies setting up a subsidiary, branch, or representative office in the Philippines. It is also generally accepted by banks for the Know Your Customer (KYC) process, provided it matches the address registered with the SEC, LGUs, or BIR
Q:How do I find the right location for my Virtual Office?
A: Finding the right location for your office involves considering factors such as accessibility, proximity to amenities, and alignment with your business needs. Virtual Office should offers excellent connectivity through its transport infrastructure and easy access to amenities like shopping centers, dining establishments, financial institutions, and leisure facilities.
Q: How much does a Virtual Office address cost?
A: The cost of a virtual business address varies depending on the provider and the services included. Fees ranges from Php 1,500/month to Php 6,500/month. It is important to consider the value and benefits the service offers to determine if it aligns with your business budget and requirements.
Q: Can I use a Virtual Office Address for a remote team?
A: Yes, a virtual office address is an excellent solution for businesses with remote teams. It allows the team members to have a professional address for communication and mail purposes, irrespective of their physical location. Use of on-demand facilities in Virtual Office Address possible by choosing additional meeting room access, coworking space or private office.
Q: How do I access meeting rooms or coworking spaces with a virtual office?
A: Virtual offices provider typically offer access to meeting rooms or coworking spaces on a pay-per-use basis. You can book these spaces as needed, providing you with a professional setting for client meetings, team collaborations, and other business activities
Q: Is there a long-term commitment required for virtual office solutions?
A: The level of commitment varies among virtual office providers. Some offer flexible 6 month plans, while others may require longer-term contracts. It's important to choose a provider that aligns with your business address needs and offers the flexibility you require.
Q: How can I get started with a Virtual Office address?
A: Virtual Office provider typically provides complete set of documentation after getting a Virtual Business Address. Documents are the following that you can use for your business application and marketing materials.
Contract of Lease /or Service Agreement to Use Virtual Office
Copy of Occupancy Permit
Copy of Real Property Tax (RPT) payment
Sketch of the Area and/or Vicinity Map location
Pictures of establishment (Building, Workstation, Meeting room & Coworking Office
If you are planning to get a Virtual Office for your business. Good thing, Know Your Business Philippines have multiple offices and Virtual Offices in Metro Manila and Metro Cebu helping entrepreneurs determine the best business location for your business.
If you're thinking about incorporating a business in the Philippines, you've probably encountered a variety of outdated and conflicting timelines, in which the process spans many months or more. Forget the amount of paperwork and the need to go back and forth to the appropriate government offices because the Securities and Exchange Commission (SEC) has introduced a simplified method of business registration with the implementation of the Electronic Simplified Processing of Application for Registration of Company (eSPARC) system.
If you're a fast-moving entrepreneur, here’s the secret to getting registered quickly—we're talking sometimes in as little as one day: you need to visit the eSPARC system (SEC’s online company registration system) and lock in the mandatory digital authentication via the Electronic SEC Universal Registration Environment (e-SECURE). This is how you achieve a truly paperless, headache-free application.
This isn't just a guide; it's your playbook for navigating the modern, streamlined route to legally registering and operating your business in the Philippines. Let's get to work.
Phase 1: The Digital Core – SEC eSPARC & e-SECURE
The SEC registration is the absolute foundation of every legal corporation in the Philippines. The best part? This entire phase can now be done online, which is why we can cut traditional processing time down from months to days.
1. Establish Your Digital Identity with e-SECURE
Before you begin completing the paperwork, your essential corporate officers (incorporators, directors, treasurer, and corporate secretary) must have their digital credentials secured. Think of this as your digital passport for SEC compliance.
What is e-SECURE? It's the SEC's mandatory Electronic Know Your Customer (e-KYC) platform or your digital ID for signing SEC documents. It authenticates the identity of the person signing the documents, allowing them to perform digital transactions.
The Game-Changer: Your officers will use these e-SECURE credentials to log into the Electronic Submission Authentication Portal (eSAP) and digitally sign the system-generated incorporation documents. This critical step eliminates the need for physical notarization and submitting hard copies for qualified domestic corporations using the SEC Zuper Easy Registration Online (ZERO) pathway.
2. Secure Your Name and Input Company Data via eSPARC
Head straight to the eSPARC portal (basically SEC’s online company registration system) to kick off your application.
Name Reservation: Don't skip this. Verify and reserve your corporate name right away. The system is live and gives you immediate feedback on availability.
Drafting Documents: You'll input all the necessary company details: primary purpose (what you actually do), official business address, capital structure, and officer basic information. The eSPARC system then automatically generates your draft Articles of Incorporation (AOI), By-Laws, and Certificate of Authentication (COA).
3. Final Submission, Payment, and Digital Certificate
You've got your documents digitally authenticated and ready. Now, let's seal the deal.
Online Payment (eSPAYSEC): Pay all your statutory fees—filing, legal research, and the Documentary Stamp Tax—right through the SEC's payment gateway.
Timeline Advantage: For those utilizing the ZERO/OneSEC system with full digital authentication, the Certificate of Incorporation (COI) can be issued in as little as 24 hours. For regular applications that still need post-submission review, the timeline is typically reduced to 5–7 working days. Either way, you get a legally valid, digitally signed COI sent straight to your email.
Phase 2: Post-SEC – Integrated and Local Compliance
You’ve got your Certificate of Incorporation (COI)! Congratulations, your company legally exists. The next few steps focus on securing your Tax Identification Number (TIN) and local operating permits.
4. Integrated BIR and Mandatory Registration
The government has gotten smarter by integrating some processes, which significantly accelerates these post-incorporation steps.
TIN Generation: The successful SEC eSPARC registration is often linked to the Philippine Business Hub (PBH). For eligible companies, the system can immediately generate the company’s Taxpayer Identification Number (TIN).
Employer IDs: The system also helps facilitate the generation of employer registration numbers for the mandatory social benefit agencies: Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (Pag-IBIG Fund).
Note: All companies must be registered with the SSS, PHILHEALTH, and HDMF and must secure an employer number, which will be used as a reference for the remittance of monthly contributions
5. Finalize BIR Registration and Secure Authority to Print
Even with your digital TIN, you still have to deal directly with your assigned Revenue District Office (RDO) to finalize tax compliance.
Certificate of Registration (COR): Submit your required documents (SEC COI, AOI, Lease Contract) to your RDO. Once approved, you get the essential BIR COR (BIR Form 2303).
Books of Accounts & Authority To Print (ATP): You must register your official books of accounts and secure the Authority to Print (ATP) for your official receipts and invoices. This is critical: you cannot legally issue receipts or start sales operations without a valid ATP.
⚠️ Expert Note on Registration Deadlines
The law requires businesses to complete their entire initial registration with the BIR, including the issuance of the COR, within thirty (30) days from the date of the SEC Certificate of Incorporation.
For the Books of Accounts and the ATP, the compliance rule is even stricter:
You must register your Books of Accounts and secure the ATP BEFORE you conduct any taxable transaction or issue your first official receipt/invoice.
Failure to have these compliant documents (stamped books and a valid ATP) before you start operations or issue sales documents can result in significant penalties, even if you are still within the 30-day window.
6. Obtain Local Government Unit (LGU) Mayor's or Business Permits
The final step is getting the local licenses from the city or municipality where your business is located. This is usually the least predictable part of the process, as requirements vary by LGU.
Barangay Clearance: Start with your local barangay where your business is located
HOA Clearance: If your business is inside a subdivision or village. Secure Home Owners Association (HOA) clearance.
Comprehensive General Liability (CGL) Insurance: Is a type of insurance that the local government units (LGUs) require before issuing a business permit or before accepting your application with the City Hall.
Mayor's/Business Permit: This is the big one, obtained at the City or Municipal Hall. It ensures you comply with local zoning and ordinances. You'll need: SEC Registration, Barangay Clearance, Lease Contract, and clearances like Locational, Fire Safety, and Sanitation Certificates
⚠️ Important Address Note: Be aware that many LGUs impose zoning restrictions and will NOT allow you to use a condominium or purely residential address as your official business address when applying for the Mayor's Permit. If you don't have a commercial lease, a great solution is to secure a Virtual Office Address as a lease agreement. This provides a compliant business address, the necessary Lease Contract, and administrative support, ensuring your application moves forward. You can check providers such as YSPACES in BGC Taguig or Know Your Business, different business locations in Metro Manila and Cebu, for accredited virtual office packages.
While the SEC has minimized its timeline to days, remember that the entire process—from eSPARC launch to the final Mayor’s Permit—can still take 4 to 8 weeks, depending heavily on the efficiency and specific volume of applications received by the government agencies.
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