Business registration, amendment and closure

The whole registration lifecycle, handled in the right sequence — opening a company, changing what is registered, or closing it down cleanly so nothing follows you afterwards.

Three points in a company's life

Where are you?

Each is a fixed-fee project with its own milestones. Choose a stage to see how it runs.

We run the process. You keep the decisions. Legal opinions, notarisation and audited statements stay with the appropriate licensed practitioner, separately engaged. See Trust & Governance →

01 — New registration

Registering a new entity

From name reservation to the point where you can lawfully hire, invoice and operate. The scope depends on the vehicle you are setting up — we confirm which is appropriate during scoping rather than assuming it.

Entity types we handle

  • Domestic stock corporation, including a One Person Corporation
  • Non-stock corporation
  • Branch office, representative office, regional headquarters or regional operating headquarters of a foreign company
  • Partnership
  • Sole proprietorship registered with the DTI

Foreign-equity structures carry nationality, minimum-capital and endorsement requirements confirmed before drafting. Where a structure needs legal advice, you engage counsel and we work alongside them.

The sequence

Name verification and structure check

Name availability, proposed primary purpose, capital structure, incorporators, directors and officers, beneficial ownership and any foreign-equity implications — checked before a peso is spent on filing.

SEC or DTI registration

Name reservation, articles of incorporation and bylaws, treasurer's affidavit, subscription and paid-up capital documentation, beneficial-ownership information, and lodgement through the applicable SEC platform — or DTI business-name registration for a sole proprietorship.

Local government unit

Barangay clearance, mayor's or business permit, and the zoning, fire-safety, sanitary and occupancy requirements the locality imposes. Requirements vary sharply by city and municipality.

Bureau of Internal Revenue

Registration with the correct Revenue District Office, Certificate of Registration, registration of books of accounts, and authority to print or register invoices and receipts.

Employer registrations

SSS, PhilHealth, Pag-IBIG Fund and, where applicable, DOLE — so you can lawfully put people on the payroll.

Handover

A complete evidence file — certificates, permits, filing confirmations and receipts — plus a first-year compliance calendar, so the deadlines that now apply are visible from day one.

02 — Amendment

Changing an existing registration

The SEC filing is only the first half. The work that actually causes trouble is propagating the change to every agency holding the old details — and doing it in the order their dependencies allow.

Changes we handle

  • Conversion from a One Person Corporation to an ordinary stock corporation
  • Change of corporate name
  • Change of principal office address
  • Change of primary or secondary purpose
  • Increase or decrease in authorised capital stock
  • Changes in directors, officers or shareholdings
  • Opening or closing a branch or additional location
  • Amendment of articles or bylaws generally

Then, across the agencies

  • BIR registration update, and RDO transfer where the address moves district
  • New invoices or official receipts where the name or address is printed on them
  • LGU amendment, or retirement of the old permit and a new application in the new locality
  • Barangay, zoning and fire-safety clearances for a new address
  • SSS, PhilHealth and Pag-IBIG employer-data updates
  • Bank, lease, contract and registry records that carry the old details
Where an address change crosses an RDO or LGU boundary, the work may require clearance of open cases, inventory or invoice updates, settlement of local taxes, retirement of the former permit, inspection of the new premises, or lease and occupancy documents. These are client dependencies and affect both timing and cost — we identify them in the initial review, before you commit.

The fixed project fee includes up to two reasonable rounds of document revision arising from your instructions or ordinary agency comments. Material redesign of the ownership structure, capital classes, purpose or foreign-equity position after drafting is handled through a change order.

03 — Closure

Closing a business properly

An abandoned registration does not go quiet. Filing obligations continue, penalties accrue, and officers can find themselves answering for a company they thought was long gone. Closing properly costs less than closing late.

The sequence

Position review

Before anything is filed we establish what is outstanding: unfiled returns, open BIR cases, unpaid local taxes, unremitted contributions, expired permits, lapsed reportorial filings and any registrations you may have forgotten about. This is usually where the real cost sits, and you should see it before you commit.

Corporate approvals

Board and stockholder resolutions for dissolution, appointment of whoever will handle the winding up, and the supporting documentation the SEC requires.

Local government retirement

Retirement of the business permit, settlement of local business tax up to the closure date, and the barangay clearance the locality requires.

BIR closure

Cancellation of registration, filing of outstanding returns, surrender of the Certificate of Registration and unused receipts, and attendance on the closure audit. This is the longest stage and the one that most often uncovers legacy issues.

Employer registrations

Termination reporting and closure with SSS, PhilHealth and Pag-IBIG, after final remittances are settled.

SEC dissolution

Filing for dissolution with the SEC once the tax clearance and supporting requirements are in hand, through to the certificate of dissolution.

Records handover

The complete closure file, plus the records you are still legally required to retain after the company has ceased to exist.

Costs

What sits outside the professional fee

Government and third-party costs are excluded from our fee and estimated separately in your proposal — they vary enormously by locality, capital and circumstances.

  • SEC or DTI registration fees and documentary stamp tax
  • Local business tax and barangay, zoning, fire-safety and occupancy fees
  • BIR registration charges and printing of invoices and receipts
  • Notarial charges, courier and document handling
  • Audited or interim financial statements where an agency requires them
  • Any tax, penalty, surcharge, interest or arrears that becomes payable
No guarantee of a government outcome. We do not guarantee approval, processing time, absence of inspection or any particular agency action. We commit to preparing and submitting a complete filing from the information you provide, active follow-through, and honest reporting of where the matter stands.

Opening, changing or closing?

Tell us which, and where things currently stand. We will confirm feasibility, set out the sequence, and quote the project fee and estimated government costs before any work begins.