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When starting a business in the Philippines, one of the first—and most important—decisions you’ll face is choosing how to register your business name. This decision will determine which government agency you need to deal with: the Department of Trade and Industry (DTI) or the Securities and Exchange Commission (SEC).
This guide breaks down the key differences between the two so you can choose the right path for your business.
If you are a solo entrepreneur, freelancer, or small business owner looking to start a business with minimal complexity, registering under the Department of Trade and Industry (DTI) as a sole proprietorship is your most straightforward option.
A sole proprietorship is the simplest form of business structure in the Philippines. It is ideal for individuals who want to run and own their business by themselves, without the need to form a partnership or corporation. This structure allows you to quickly start operations and maintain full control over your decisions and profits.
Owned and operated by one individual
You are the sole decision-maker and investor. There are no partners or shareholders involved.
Not a separate legal entity
The business and the owner are legally the same. This means the owner is personally liable for all business obligations, including debts and taxes.
Lower cost and faster registration
Compared to corporations, DTI registration is affordable and can often be completed in a single day.
Minimal paperwork
No need to submit Articles of Incorporation or Bylaws. A few valid IDs, address verification, and your chosen business name are enough to start.
Ideal for:
Online sellers (e.g., Shopee, Lazada, Facebook Marketplace)
Freelancers (e.g., graphic designers, writers, developers)
Professionals (e.g., tutors, coaches, consultants)
Small physical businesses (e.g., sari-sari stores, cafés, salons)
Tip: A sole proprietorship is not eligible for foreign ownership unless the owner is a former Filipino or holds special residency status (e.g., SRRV or Special Investor’s Resident Visa).
DTI registration is done online through the Business Name Registration System (BNRS). The system lets you:
Check if your desired business name is available
Select the scope of your business operation
Pay registration fees online via GCash, credit card, or bank transfer
Download your Certificate of Business Name Registration
✅ You do not need to visit a DTI office unless there is an issue with your online application.
The cost of registering your business name with the DTI depends on your geographic scope—this determines where your business is legally allowed to operate using that name:
Scope | Description | Fee |
---|---|---|
Barangay | Limited to a single barangay | ₱200 |
City/Municipality | Covers one city or municipality | ₱500 |
Regional | Covers all provinces in a specific region | ₱1,000 |
National | Nationwide use of the business name | ₱2,000 |
Note: All applications require an additional ₱30 documentary stamp fee.
To register, prepare:
At least one valid government-issued ID (e.g., passport, driver’s license)
Your preferred business name
Business location details
A description of your business activity
Email address and contact number
If you’re starting a business with co-founders, planning to raise funds, or intend to operate at a larger scale, registering your business with the Securities and Exchange Commission (SEC) is the appropriate—and often necessary—route.
The SEC oversees the registration and regulation of corporations, partnerships, foreign-owned entities, and non-stock organizations in the Philippines. Unlike a sole proprietorship, a corporation is recognized as a separate legal entity, which brings advantages in terms of liability protection and scalability.
Applies to Partnerships and Corporations
The SEC handles registration for:
General Partnerships
Limited Partnerships
Stock Corporations (for-profit)
Non-Stock Corporations (non-profit, foundations, NGOs)
Separate Legal Identity
Corporations and partnerships are distinct from their owners. This means the business itself can own property, open bank accounts, sue or be sued, and enter contracts independently.
Limited Liability Protection
Shareholders and partners are liable only up to the amount of their investment. Their personal assets are generally protected from business debts.
Ideal for Expansion and Investment
Corporations can issue shares, raise capital, accept investors, and scale across multiple locations. This is essential for tech startups, large retailers, and international ventures.
More Regulatory Requirements
Expect more paperwork, including audited financial statements, board resolutions, and annual filings with the SEC and BIR.
Tip: Many foreign entrepreneurs are required to register with the SEC, especially if their business structure includes foreign equity or if they’re setting up a branch or subsidiary of a foreign company.
As of 2021, all registrations must be done through the SEC eSPARC system
https://secwebapps.sec.gov.ph/application-form
The eSPARC portal streamlines the registration of:
Domestic corporations
Partnerships
Foreign corporations (branch or representative office)
Non-stock entities
Name Verification: Secure a unique company name via the SEC’s CRS (Company Registration System).
Upload Documents: Submit Articles of Incorporation, By-laws, Treasurer’s Affidavit, and other requirements.
Pay Fees: Payment is made via online banking or accredited payment centers.
Digital Certificate of Registration: Once approved, you’ll receive your SEC Certificate electronically.
SEC fees depend on several variables:
Factor | Influence on Cost |
---|---|
Authorized Capital Stock | Higher capital means higher registration fees |
Company Type | Stock corporations typically pay more than partnerships |
Length of Documents | The number of pages affects notarial and filing fees |
Typical starting cost range:
₱2,000 to ₱5,000+ for small partnerships and up to ₱10,000–₱20,000+ for corporations with significant capital.
You will also need to pay for document notarization, stock transfer books, and possibly legal consultations during the incorporation process.
For Corporations:
Name Verification Slip
Articles of Incorporation
By-laws
Treasurer’s Affidavit
Notarized joint undertaking (if applicable)
Proof of inward remittance (for foreign stockholders)
For Partnerships:
Articles of Partnership
SEC Application Form
Cover Sheet
Paid-up capital proof (for limited partnerships)
Foreigners cannot register a sole proprietorship, but they can own shares in a corporation. The Foreign Investments Act sets specific ownership limits based on the industry:
Up to 100% foreign ownership in most export-oriented or service-based industries
Limited to 40% in sectors covered by the Negative Investment List (e.g., mass media, retail trade below capital thresholds)
Tip for foreign nationals: Always consult a lawyer or corporate services firm to ensure compliance with capital requirements and visa obligations.
Criteria | DTI (Sole Proprietorship) | SEC (Partnership/Corporation) |
---|---|---|
Legal Entity | Not a separate entity—business and owner are legally the same | Registered as a distinct legal entity from its owners |
Ownership | One individual only | Requires at least 2 for partnerships; at least 5 incorporators for a corporation |
Liability | Full personal liability—owner is responsible for debts and lawsuits | Limited liability—owners are liable only up to their capital investment |
Taxation | Income is taxed as part of the owner’s personal income | Subject to corporate income tax; dividends taxed separately if distributed |
Management Structure | Sole decision-maker (no board, no shareholders) | Has a board of directors/trustees and corporate officers (CEO, secretary, etc.) |
Registration Complexity | Simple online process (usually 1–2 days) | Multi-step process involving legal documents and SEC approval (5–15 days) |
Registration Cost | ₱230 to ₱2,030 depending on scope | ₱2,000 to ₱20,000+ depending on capital and complexity |
Ideal For | Freelancers, side businesses, micro-enterprises, self-employed | Startups, tech companies, import/export, BPOs, NGOs, foreign investors |
Business Name Scope | Only one person may use the business name | Business name is protected nationwide and can include the word “Inc.” or “Corp.” |
Longevity | Ends upon death of the owner unless transferred manually | Can exist perpetually and continue beyond the life of shareholders |
In the Philippines, foreign ownership is strictly regulated, and the choice between DTI and SEC depends heavily on your nationality and business structure.
Foreigners cannot register a sole proprietorship unless they:
Are former natural-born Filipinos
Hold special resident investor visas (SRRV or SIRV)
Are married to a Filipino and meet specific requirements
Even if eligible, foreign-owned sole proprietorships are subject to capital and industry restrictions
For most foreign nationals, DTI is not a viable route unless they have special status or are registering under a Filipino partner’s name.
Foreign individuals and entities who wish to legally own part or all of a business must register through the SEC. Key considerations:
You may form a 100% foreign-owned corporation if the business is export-oriented or not listed in the Foreign Investment Negative List (FINL)
If your business falls under restricted industries (e.g., retail, media, small-scale trade), foreign equity is limited to 40%
Foreign corporations may also establish:
Branch Offices (must be registered with the SEC)
Representative Offices (limited to liaison/marketing functions, no income)
Important: To register a foreign-owned corporation, you will often need a minimum paid-up capital of USD $200,000, unless you qualify for exemptions.
Choosing between DTI and SEC isn’t just a matter of convenience—it affects your liability, scalability, ownership structure, and long-term strategy.
✅ You are a Filipino citizen
✅ You’re starting solo with a small business or freelance service
✅ You want a quick, low-cost setup
✅ You are testing a business idea and want a lightweight entry
This is perfect for:
Online resellers
Service providers (photographers, tutors, fitness coaches)
Micro-enterprises with minimal capital
✅ You’re working with co-founders or partners
✅ You plan to scale quickly, raise capital, or attract investors
✅ You want to limit liability
✅ You’re a foreign national or working with foreign investors
This is ideal for:
Tech startups
BPO or outsourcing firms
Import/export companies
NGOs and foundations
You can always start simple—with a DTI-registered sole proprietorship—and then transition to a corporation later as your business grows. Many businesses begin this way to minimize initial costs and complexity, especially in the first year.
⚖️ Pro Tip: Think long-term. If you’re planning to grow your business, bring in partners, or raise funding, it’s usually better to start under the SEC right away and build the proper foundation from day one.
Business Name Registration: DTI vs SEC – Frequently Asked Questions
DTI registration is for sole proprietorships, meaning a business owned and operated by a single individual. SEC registration is for partnerships and corporations, which are separate legal entities that can have multiple owners or shareholders.
DTI registration is generally easier and faster. It can be completed online in 1–2 days with minimal documents. SEC registration involves more steps and legal documentation, typically taking 5–15 business days or more.
No. Foreigners are not allowed to register sole proprietorships in the Philippines unless they have special residency status or fall under special visa categories. Most foreigners must register a corporation with the SEC.
DTI fees range from ₱230 to ₱2,030 depending on the business name scope. SEC registration fees start at around ₱2,000 and increase based on capital, number of pages, and type of entity being registered.
Only SEC-registered corporations and partnerships offer limited liability protection. Sole proprietorships registered with the DTI do not provide personal asset protection from business debts or legal issues.
Yes. Many entrepreneurs start as a sole proprietorship under DTI and later incorporate as a corporation through SEC as their business grows. However, it will require a new registration and transfer of assets and operations.
All corporations and partnerships must register through the SEC eSPARC Portal. Applications and document uploads are handled online.
You can register a sole proprietorship online through the DTI Business Name Registration System (BNRS).
It depends on your goals. DTI is better for solo ventures and early-stage businesses with low risk and cost. SEC is better for startups planning to raise capital, involve partners, or scale quickly.
No. You only need one based on your business structure. Sole proprietorships register with DTI. Partnerships and corporations register with SEC. Do not register in both.