There are several types of business organizations or enterprises that an investor can choose from when setting up a business in the Philippines. The most common form of business organization or enterprise, favored by foreign investors due to its limited legal liability feature, is the Corporation.

A Philippine Corporation is a juridical entity established under The Revised Corporation Code (Republic Act No. 11232) and regulated by the Philippine Securities and Exchange Commission (SEC), with a personality separate and distinct from that of its stockholders. The liability of its stockholders is limited to the amount of their share capital in the corporation, except in cases of fraud.

Unlike the previous requirement of at least five (5) incorporators, The Revised Corporation Code now allows the formation of a corporation by a single person. This is known as a One Person Corporation (OPC), which requires only one incorporator who must be a natural person, trust, or estate. For regular corporations, the requirement remains at a minimum of two (2) but not more than fifteen (15) incorporators, each of whom must hold at least one (1) share duly registered with the SEC.

The following are the requirements in setting up a Philippine Corporation:

1. Articles of Incorporation;
2. By-laws;
3. Treasurer’s Affidavit;
4. Bank Certificate of Deposit;
5. Incorporators (minimum of one for OPC or at least two for regular corporations);
6. Business Address;
7. Name Verification Slip; and
8. Endorsement from other government agencies if engaging in a business where a secondary license is necessary.

With the enactment of Republic Act No. 11232, the process of incorporating a business in the Philippines has been simplified, making it more attractive for both local and foreign investors. This new law enhances corporate governance, eases regulatory compliance, and strengthens the protection of minority stockholders, ultimately promoting the growth of businesses in the country.