The main private company structure in the Philippines is the domestic stock corporation, incorporated under the Revised Corporation Code and registered with the Securities and Exchange Commission (SEC). Foreign groups often set up a wholly owned domestic corporation, a branch or a representative office, but a domestic corporation owned by a foreign parent is the most common subsidiary structure for general commercial activity.

Compliance involves the SEC for corporate filings, the Bureau of Internal Revenue (BIR) for national taxes, local government units for business permits, the Department of Labor and Employment, and the social agencies SSS, PhilHealth and Pag-IBIG. Foreign equity limits and the Foreign Investments Negative List restrict some sectors, so the ownership structure should be checked at the outset.

This guide explains the annual cycle for a domestic corporation, with attention to foreign-owned subsidiaries. Updated November 9, 2026. The BIR and SEC regularly extend or revise deadlines, including recent extensions of the 2025 filings, and sources differ on some details, so confirm specific dates with the SEC, the BIR or a Philippine accountant.

Entity compliance Philippines: the quick answer

• File the General Information Sheet (GIS) with the SEC within 30 days after the annual stockholders' meeting, and file audited financial statements by the SEC's deadlines.

• File the annual income tax return (BIR Form 1702) by 15 April for a calendar-year corporation, noting that deadlines for the 2025 year were extended to 15 May by BIR and SEC announcements and should not be treated as the standard date.

• File quarterly income tax and VAT returns, deposit monthly withholding taxes and renew local business permits each year.

• Hold the annual stockholders' meeting and board meeting, keep corporate books, and update beneficial ownership information.

What determines a corporation's compliance requirements?

Capital, ownership, sector and income determine the workload. Corporations are classified by size for SEC reporting, and the requirement for audited statements depends on the paid-up capital and the total assets or liabilities, with some small corporations allowed to file unaudited statements, so confirm the current threshold. A company registered with investment promotion agencies such as PEZA or BOI has special reporting.

Tax status is also important. The standard corporate rate and the VAT or percentage tax regime depend on the company's income and gross sales, and foreign-owned domestic corporations should consider the Foreign Investments Negative List and the Public Service Act for ownership caps. The financial year is the calendar year unless the SEC and BIR approve a fiscal year.

Annual entity requirements in the Philippines: the core checklist

1. Annual stockholders' meeting and board meeting

A stock corporation holds its annual stockholders' meeting on the date set by the by-laws, and a board meeting to elect officers follows. Directors serve for a one year term until their successors are elected. Minutes should be signed and kept in the corporate book, and notices must comply with by-laws and the Revised Corporation Code.

2. General Information Sheet

The GIS lists the corporation's directors, officers, stockholders and beneficial owners. It is filed with the SEC within 30 days after the annual meeting, or within 30 days of the date set in the by-laws if no meeting is held. The 2026 form has new fields on beneficial ownership, so prepare the information early. Late filing leads to penalties and may affect the corporation's good standing.

3. Audited financial statements

Corporations prepare financial statements under Philippine Financial Reporting Standards and, unless exempt, have them audited by an independent CPA. The statements are filed with the SEC and the BIR. The SEC deadlines depend on the last digit of the corporation's tax identification number, which spreads filings across several weeks after the end of April, so confirm the date each year.

4. Annual income tax return

The annual return is due on the 15th day of the fourth month after year-end, which is 15 April for a calendar year. The return is supported by the audited financial statements, and corporations pay the balance due, after credits for quarterly payments and creditable withholding. Companies using e-filing systems should make sure the BIR accounts and authorisations are current.

5. Local permits and registers

Corporations renew the mayor's permit and local business tax each year, usually in January, with barangay clearances and fire, sanitary and zoning approvals as needed. Update the BIR registration for changes in address, officers or lines of business, and keep stock and transfer books, a register of directors and a beneficial ownership record.

Tax and indirect tax obligations

The regular corporate income tax rate is 25 percent, with a reduced 20 percent for qualifying small corporations with net taxable income and total assets below statutory limits. A minimum corporate income tax of 2 percent of gross income applies in certain years when the corporation has losses or a low tax liability. Quarterly income tax returns are generally due 60 days after the close of each of the first three quarters.

VAT is 12 percent, and registered taxpayers file monthly or quarterly returns, with the quarterly return generally due 25 days after the quarter. Businesses with annual gross sales below the VAT threshold, which is PHP 3 million, may be subject to a 3 percent percentage tax instead. Withholding taxes apply to compensation, professional fees, rent and payments to suppliers, and expanded withholding returns are filed monthly and quarterly. Documentary stamp tax, local taxes and customs duties may also apply.

Foreign-owned subsidiaries

A foreign-owned domestic corporation must respect foreign ownership limits for restricted sectors and capitalisation requirements for retail trade, export enterprises and services. Foreign investment in the corporation can be registered with the Bangko Sentral ng Pilipinas if the company wants to access foreign exchange for repatriation, and the supporting documents should be kept.

Dividends paid to a foreign parent attract final withholding tax, generally 25 percent for non-resident foreign corporations, reduced to as low as 15 percent where the parent's country allows a tax credit, and treaty rates may be lower. Transfer pricing rules require arm's length pricing for related-party transactions, and the BIR expects documentation for larger related-party transactions. Interest, royalties and service fees to a foreign parent need withholding and contract documentation.

First-year and event-triggered obligations

In the first year, incorporate with the SEC, register with the BIR to obtain a tax identification number and certificate of registration, register books of accounts and invoicing, obtain local permits, and register with SSS, PhilHealth and Pag-IBIG. Event-driven filings include changes in directors, officers, address, capital, by-laws and corporate name, as well as increases in capital, mergers and dissolutions.

A corporation that stops operating should apply for retirement of registration with the BIR and dissolution with the SEC, following tax clearance rules. Do not just stop filing, since penalties accumulate and the SEC can revoke the registration of a delinquent corporation.

Employment and local requirements

Employers must register employees with SSS, PhilHealth and Pag-IBIG and remit monthly contributions, withhold income tax on compensation and file monthly and annual returns, and pay the 13th month pay by 24 December. The Labor Code sets rules on working hours, overtime, holiday pay, service incentive leave and termination, and regional wage boards set minimum wages that are updated regularly. Foreign employees need an alien employment permit and appropriate visas, and certain positions are reserved for Filipinos.

Record-keeping and governance in the Philippines

Keep the articles, by-laws, certificate of incorporation, stock and transfer book, minutes, GIS and audited statements. Books of accounts and tax records must generally be kept for at least ten years from the filing date under tax rules, and corporate books must be kept at the principal office. Maintain a record of authorised signatories, bank resolutions and secretary's certificates, since these are asked for often. Foreign parents should keep evidence of capital inflows and intercompany agreements to support dividend and royalty remittances.

Build a compliance calendar for the Philippines

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• 30 days after the annual stockholders' meeting: file the GIS with the SEC.

• 15 April: annual income tax return for a calendar year, unless a deadline is formally extended.

• SEC deadline by tax ID digit: audited financial statements filing.

• 60 days after Q1, Q2 and Q3: quarterly income tax returns.

• 25 days after each quarter: quarterly VAT return, plus monthly withholding returns.

• January: renew the mayor's permit and local business tax.

Common mistakes

• Treating a one-off extension of the 2025 filing deadline as the standard annual date.

• Filing the GIS without updated beneficial ownership information.

• Missing the 30 day GIS period because the stockholders' meeting was held late.

• Overlooking foreign equity limits and capitalisation rules for restricted activities.

• Remitting dividends or royalties abroad without withholding tax and contract support.

• Forgetting local permit renewals in January.

Entity compliance Philippines: frequently asked questions

What is the main private company type in the Philippines?

The domestic stock corporation registered with the SEC is the standard structure, and foreign groups often use a foreign-owned domestic corporation as a subsidiary.

What is the General Information Sheet?

The GIS lists the corporation's directors, officers, stockholders and beneficial owners and is filed with the SEC within 30 days after the annual stockholders' meeting.

When is the annual income tax return due?

The standard date is 15 April for a calendar-year corporation, although extensions have been announced for specific years such as 2025.

Does a Philippine corporation need audited statements?

Most do, though some small corporations may qualify for unaudited statements, so confirm the current SEC threshold.

What is the corporate income tax rate?

The regular rate is 25 percent, with a reduced rate of 20 percent for qualifying small corporations.

What is the VAT rate in the Philippines?

The VAT rate is 12 percent, and small businesses below the VAT threshold may be subject to a 3 percent percentage tax instead.

How CoverPin can help

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This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.