BUSINESS REGISTRATION,

PERMIT AND LICENSES

ATTY. RHENEIR P. MORA, CPA

Manager
R. P. MORA ACCOUNTING & LAW OFFICE
 How to secure business names?

Single Proprietorship DTI

Corporation SEC

Partnership SEC

Cooperatives CDA
How to register with SEC
A. Stock Corporation
Basic Requirements
Name Verification Slip (secure online
or from SEC Name Verification Unit )
Articles of Incorporation and By-laws
Treasurers Affidavit
Affidavit of incorporator or director
undertaking to change corporate name
(not required if Articles of Incorporation
has provision on this commitment )
How to register with SEC
Additional Requirements
Indorsement/clearance from other

government agencies, if applicable.

For corporations with foreign equity:

Proof of remittance by non-resident

aliens and foreign corporate
subscribers who want to register their
investment with the Bangko Sentral ng
Pilipinas ( BSP )
For corporations with more than 40%

foreign equity: SEC Form No. F- 100

How to register with SEC
Additional Requirements
For corporations with Philippine

Economic Zone Authority (PEZA),

Subic Bay Metropolitan Authority
(SBMA) or other economic zones
application: Certificate of Authority or
indorsement from said government
agencies
For call centers:
Business Plan/Modus Operandi
List of Prospective Clients
 How to register with SEC
B. Non-Stock Corporation
Basic Requirements
Name verification slip

Articles of Incorporation and By-laws

Affidavit of an incorporator or director undertaking

to change corporate name

List of members, certified by the Corporate

Secretary
List of contributors and amount contributed

certified by the treasurer

Note: Items 3, 4, and 5 need not be submitted if already stated in the Articles of
Incorporation
How to register with SEC
Additional Requirements
For Foundations: Notarized Certificate of Bank
Deposit of the contribution of not less than
P1,000,000.00; and Statement of willingness to
allow the Commission to conduct an audit
For religious corporations: Refer to Sections
109-116 of the Corporation Code of the
Philippines, and add an affidavit of affirmation
or verification by the chief priest, rabbi, minister
or presiding elder
For federations: Certified list of member-
associations by corporate secretary or
president
How to register with SEC
Additional Requirements
For condominium corporations/associations:
Master Deed with primary entry of the
Register of Deeds and certification that there
is no other existing similar condominium
association within the condominium project
For neighborhood associations: Certification
from the Housing and Land Use Regulatory
Board (HLURB) that there is no other
existing homeowners or similar association
in the community where the association is to
be established
How to register with SEC

Basic Requirements for

Partnerships
Name Verification Slip

Articles of Partnership

Affidavit of a partner undertaking to

change partnership name (not
required if Articles of Partnership has
provision on this commitment)
How to register with SEC
Additional requirements
Endorsement/clearance from other government
agencies, if applicable
For partnership with foreign partners
SEC Form No. F-105
Bank certificate on the capital contribution of the
partners
For foreign partners who want to register their
investments with the BSP: Proof of remittance
Note: If it is a limited partnership, the word Limited or Ltd should
be added to the partnership name. Articles of Partnership of
limited partnerships should be under oath only (Jurat) and not
acknowledged before a notary public.
Additional requirements based on kind of
payment of subscription:
Cash
Bank Certificate of deposit of paid
up capital notarized in place
where signed
For corporations with foreign
subscribers who want to register
their investments with the BSP:
Proof of inward remittance or bank
certificate
 Additional requirements based on kind of
payment of subscription:
Land and/ Building/Condominium Unit
Detailed schedule of the property showing its
registered owner, location, area, TCT No., tax
declaration number and the basis of the transfer
value (market value/assessed value/zonal value or
appraised value )
Copy of TCT/CCT and tax declaration sheet, certified
by the Register of Deeds and the Assessors Office,
respectively
If transfer value is based on zonal value: Latest zonal
valuation certified by the Bureau of Internal Revenue
(BIR)
If transfer value is based on appraised value: Appraisal
report by a licensed real estate appraiser (not more than
six [6] months old)
Additional requirements based on kind of
payment of subscription:
Land and/ Building/Condominium Unit
Deed of assignment with primary entry by the Register
of Deeds
If property is mortgaged: Mortgagee/creditors
certification on the outstanding loan balance and his
consent to the transfer of property
For assignment of a building where the assignor is not
the owner of the land: Lease contract on the land and
consent of the land owner to the transfer
Affidavit of the transferor that the building/condominium
unit is existing and in good condition
Affidavit of undertaking by any incorporator or director
to submit the proof of transfer of the property within the
prescribed period
Additional requirements based on kind of
payment of subscription:
Inventories /Furniture/Personal Properties
Detailed schedule of the property showing
its description and the basis of transfer
value (market value or book value )
Special audit report by an independent CPA

on the verification and valuation of the

property
Deed of assignment of the property to the
corporation
Affidavit of the transferor that the
inventories/ furniture/personal properties
are existing and in good condition
 Additional requirements based on kind of
payment of subscription:
Heavy Equipment and Machinery
Detailed schedule of the property showing its

description and the basis of transfer value

(book value or appraised value)
Appraisal report by a licensed mechanical
engineer (not more than six [6] months old). If
the property is imported, submit valuation report
by the BSP instead
Deed of assignment of the property to the

corporation
Affidavit of the transferor that the heavy
equipment/machinery is existing and in good
condition
 Additional requirements based on kind of
payment of subscription:
Shares of Stock
Detailed schedule of the shares of stock

indicating the stockholder, stock certificate

number, number of shares and the basis of
transfer value (market value or book value)
Audited financial statements of the investee

company as of the last fiscal year, stamped

received by the SEC and the BIR
Deed of assignment of the shares of stock to the
corporation
Certification by the corporate secretary of the
investee company that the shares are outstanding in
the name of the assignor
 Additional requirements based on kind of
payment of subscription:
Shares of Stock
Photocopy of the stock certificates
(present original for verification)
If shares of stock are listed in the stock
exchange: Latest market quotation in the
newspaper or certification from the stock
exchange/broker on the latest market
price of the shares of stock
Affidavit of undertaking by any
incorporator or director to submit the proof
of transfer within the prescribed period
 Additional requirements based on kind of
payment of subscription:
Motor Vehicles
Detailed inventory of the motor vehicles showing the
registered owner, make/model, plate number, chassis
number, motor number, certificate of registration number,
and market value
Photocopy of the Certificate of Registration and official
receipt of annual registration fee (present original for
verification)
Appraisal report by a licensed mechanical engineer (not
more than six [6] months old)
Deed of assignment of the motor vehicle to the corporation
Affidavit of the transferor that the motor vehicle is existing
and in good condition
Affidavit of undertaking by any incorporator or director to
submit the proof of transfer within the prescribed period
 Additional requirements based on kind of
payment of subscription:
Sea Vessel/Aircraft
Detailed inventory of the vessel/aircraft showing the
registered owner, registry number, technical description,
and appraised value
Certified true copy of the certificate of ownership
Certificate of seaworthiness/airworthiness issued by the
appropriate government agency
Appraisal report by a licensed mechanical engineer (not
more than six [6] months old)
Deed of assignment of the vessel/aircraft to the
corporation
Affidavit of the transferor that the sea vessel/aircraft is
existing and in good condition
Affidavit of undertaking by any incorporator/director to
submit the proof of transfer within the prescribed period
 Additional requirements based on kind of
payment of subscription:
Intangibles
Photocopy of the Certificate of
Registration of Intellectual Property
rights, mining permit (for mining
claims/rights)
Appraisal report by an accredited

appraisal company (not more than

six [6] months old)
Deed of assignment of intangibles

to the corporation
 Additional requirements based on kind of
payment of subscription:
Net Assets (by way of conversion of single
proprietorship/partnership into corporation or
by way of spin-off)
Articles of Dissolution of Partnership
Audited financial statements of the single
proprietorship/partnership/division of a corporation (for
spin off) as of the last fiscal year
Long-form audit report of item 2
Deed of assignment of the assets and liabilities to the
corporation
Separate deed of the assignment for land with primary
entry by the Register of Deeds
List of creditors, with the amount due to each creditor
and the consent of each creditor, certified by the
company accountant
 Additional requirements based on kind of
payment of subscription:
Net Assets (by way of conversion of single
proprietorship/partnership into corporation or by way
of spin-off)
Photocopy of the Certificate of Registration of the motor vehicle
(present original for verification)
Detailed schedule of the properties with certificate of
registration/titles and their respective book values
Photocopy of the TCT/CCT and tax declaration sheet, certified
by the Register of Deeds and the Assessors Office, respectively
For single proprietorships: Department of Trade and Industry
(DTI) Certificate of Registration
Notes :
Items 5 to 10 shall be complied with only if applicable
The corporation should use the name of the partnership dropping only the
word company and adding either the word corporation or incorporated,
or its abbreviation
The filing of the Articles of Dissolution and Articles of Incorporation or Increase
of Authorized Capital Stock should be simultaneous
Amended Articles of Incorporation (for
stock and non-stock corporations)
Amended Articles of Incorporation
Directors/Trustees Certificate a notarized

document signed by a majority of the

directors/trustees and the corporate
secretary, certifying the amendment of the
Articles of Incorporation, indicating the
amended provisions, the vote of the
directors/trustees and stockholders/members,
the date and place of the stockholders or
members meeting; the TIN of the signatories
should be indicated below their names
Company Data Maintenance Form
Amended Articles of Incorporation (for
stock and non-stock corporations)
Additional Requirements
Indorsement/clearance from other
government agencies, if applicable
If the provision to be amended is the

corporate name
Name Verification Slip

Affidavit of a director/trustee or officer

undertaking to change corporate name
 Increase of Authorized Capital Stock
Basic Requirements:
Certificate of Increase of Capital Stock
Treasurers Affidavit certifying the increase
of capital stock, the amount subscribed and
the amount received as payment
List of stockholders as of the date of the
meeting approving the increase, indicating
the nationalities of the subscribers and their
respective subscribed and paid-up capital
on the present authorized capital stock,
certified by the corporate secretary
Amended Articles of Incorporation
 Increase of Authorized Capital Stock
Basic Requirements:
Directors Certificate a notarized document
signed by a majority of the directors and the
corporate secretary, certifying the
amendment of the Articles of Incorporation
increasing the authorized capital stock, the
votes of the directors and the stockholders,
and the date and place of the stockholders
meeting
Written waiver of pre-emptive rights of non-

subscribing stockholders of record

Proof of compliance of reportorial

requirements (request for monitoring)

 Increase of Authorized Capital Stock
Basic Requirements:
A report by a BOA-Accredited CPA on the on-site
verification of the cash payments on subscription
to the increase
Covering letter of the CPA report

Management Representation Letter

CPA Statement of representation

Photocopies of OR/AR

Photocopies of Deposit Slips & Bank Statements

Latest Trial Balance

Audited financial statements as of the last fiscal

year, stamped received by the SEC and the BIR

 Decrease of Authorized Capital Stock
Certificate of Decrease of Authorized Capital Stock
Audited financial statements as of last fiscal year, stamped
received by the SEC and the BIR
If involving return of capital: Long form audit report and list of
creditors with the consent of each creditor, certified by company
accountant
List of stockholders before and after the decrease, certified by the
corporate secretary
Amended Articles of Incorporation
Directors Certificate a notarized document signed by a majority
of the directors and the corporate secretary, certifying the
amendment of the Articles of Incorporation to decrease the
authorized capital stock, the votes of the directors and the
stockholders, and the date and place of the stockholders meeting
Publishers affidavit of the publication of the decrease of capital
(once in a newspaper of general circulation)
 Reclassification/Declassification/Conversi
on of Shares
Directors Certificate a notarized document signed
by a majority of the directors and the corporate
secretary, certifying the amendment of the articles of
incorporation classifying the shares of stock, the
votes of the directors and the stockholders, and the
date and place of the stockholders meeting
Amended Articles of Incorporation
List of stockholders showing the names, nationalities
and stockholdings before and after the
reclassification/declassification/conversion, certified
by the corporate sec.
Audited financial statements as of the last fiscal year,
stamped received by the SEC and the BIR
 MERGER/CONSOLIDATION
Articles of Merger/Consolidation
Plan of Merger
List of stockholders of the constituent corporations before
the merger/consolidation, and list of stockholders of
record of the surviving corporation after the
merger/consolidation, certified by the corporate secretary
Certification, under oath, by the corporate secretary, on
the meetings of the directors and stockholders of the
constituent corporations approving the
merger/consolidation
For absorbed corporations: Long-form audit report of
item 5
List of creditors, if any
 MERGER/CONSOLIDATION
Audited financial statements of the constituent
corporations as of a date not earlier than 120 days prior
to the date of filing of the application in accordance with
PFRS 3 ( Accounting Standard on Business
Combination)
Where both or all the constituent corporations are
solvent: Certification, under oath, by the president,
chief finance officer or treasurer, that creditors have
been properly notified of the proposed
merger/consolidation
Where at least one of the constituent corporations is
insolvent: Affidavit of publication in a newspaper of
general circulation of the proposed
merger/consolidation
 MERGER/CONSOLIDATION
Notes:
If the surviving corporation will not issue
shares of stock or create additional paid-in
Capital: Disregard item 6
If the merger will be effected via increase of
capital stock: Submit also the requirements
for Increase of Authorized Capital Stock
For consolidation: Submit also the
requirements for the registration of a stock
corporation
 DISSOLUTION
Directors Certificate a notarized document
signed by a majority of the directors/trustees and
the corporate secretary, certifying the amendment
of the Articles of Incorporation shortening the
corporate term, the votes of the directors/trustees
and stockholders/members, and the date and
place of the stockholders/members meeting
Amended Articles of Incorporation
Audited financial statements as of date of the
stockholders meeting approving the dissolution
or any date thereafter but not earlier than 60 days
prior to the date of filing of the application
 DISSOLUTION
List of creditors, if any, and the consent of the
creditors, or certification as to non- existence of
creditors
BIR tax clearance
Publishers affidavit of the publication of the notice of
dissolution of the corporation (once a week for three
[3] consecutive weeks)
Indorsement/clearance from other government
agencies, if applicable

Note: In cases where there are creditors and the consent of the
creditors was not secured, the application should be in the form of
a petition to be filed with Office of General Counsel of the SEC.
AUTHORITY OF LGUs TO COLLECT TAXES
Emanates from
Republic Act 7160
also known as the
Local Government Code of 1991

Book II.
LOCAL TAXATION AND FISCAL MATTERS
Title One
LOCAL GOVERNMENT TAXATION
Chapter I. General Provisions

Sec. 129. POWER TO CREATE SOURCES OF REVENUE. Each

local government unit shall exercise its power to create its own
sources of revenue and levy taxes, fees and charges subject to
the provisions herein, consistent with the basic policy of local
autonomy. Such taxes, fees, and charges shall accrue
exclusively to the local government units.

Sec. 132. LOCAL TAXING AUTHORITY. The power to impose a

tax, fee or charge or to generate revenue under this Code shall
be exercised by the sanggunian of the LGU concerned through
an appropriate ordinance.
 vests the power to impose
taxes and generate revenues in
the sanggunians.

However, taxing and revenue-

generating powers shall be
exercised through appropriate
ordinances.
Two Major Sources of Income

Externally Sourced

Internally Sourced
Externally Sourced Income
consists of share in BIR gross
collection or IRA,

a share in the proceeds from

utilization & development of the
national wealth,

loans, credits and bonds,

and grants or subsidies.

Internally Sourced Income

Business Tax & other local taxes,

Real Property Taxes,

Income from economic enterprises,

Fees and charges.

PRINCIPLES OF TAXATION
Taxes must be equitable

Based on the taxpayers ability to pay

Levied and collected only for public

purposes

Must not be unjust, excessive, oppressive,

or confiscatory

Must not be contrary to law, public policy,

national economic policy, or in restraint of
trade
Levels of Taxing Power

Provinces

Municipalities

Cities

Barangays
For Municipalities
Tax on Business

Fees and Charges

Community Tax Certificate

Fees for Sealing and Licensing of Weights and

Measures

Fishery Rentals, Fees and Charges

Motorized Tricycle Operators Permit (MTOP)

TAX ON BUSINESS

Manufacturers
Wholesalers

Exporters

Manufacturer, Wholesaler, or
Retailers of Essential Commodities
Retailers

Contractors

Banks and other Financial

Institutions
COMMON FEES AND CHARGES

Regulatory Fees
Mayors Permit
Garbage Collection Fee
Zoning/Locational Clearance

Other Fees & Charges

Real Property Tax Clearance
Fire Inspection Fee
Sanitary Inspection Fee
Occupancy Permit
Occupation/Calling Fee
PROGRESSIVE TAX STRUCTURE

Calibrated/GraduatedScale of
Gross Sales or Receipts

Percentage Base
GRADUATED SCALE
Manufacturer
With Gross Sales or Receipt for the Amount of Tax
Previous Year in the amount of per annum

Less than 30,000 484.00

30,000 or more but less than 40,000 726.00
40,000 or more but less than 50,000 907.00
50,000 or more but less than 75,000 1,452.00
:: :: ::
5,000,000 or more but less than 6,500,000 26,812.00
6,500,000 or more 0.4125%
of Gross Sales
PERCENTAGE BASE
Retailers of Other Commodities
With Gross Sales or Receipt for the Rate of Tax
Previous Year in the amount of per annum

400,000 or less 2.2%

More than 400,000 1.1%
PHILIPPINE DEFINITION OF BUSINESS SIZE

Characteristics Asset Size Number of Workers

Cottage PhP 500,000 and below 1-10

Small PhP 500K - PhP 5M 11-99
Medium PhP 5M - PhP 20M 100-199
Large Over PhP 20M 200 & above
BASES OF TAXATION

For Newly started Business

Based on Capital Investment

For Renewal
Based on Gross Sales or Receipts
of the preceding calendar year
RETIREMENT OF BUSINESS
A business subject to tax shall, upon
termination, submit a sworn
statement of its gross sales or
receipts for the current year.

If the tax paid during the year be less

than the tax due on said gross sales
or receipts of the current year, the
difference shall be paid before the
business is considered officially
retired.
PAYMENT OF BUSINESS TAX

Taxes imposed shall be payable for

every separate or distinct
establishment or place where
business subject to the tax is
conducted and one line of business
does not become exempt by being
conducted with some other
businesses for which such tax has
been paid.

The tax on a business must be paid

by the person conducting the same.
TAX PERIOD AND MANNER OF PAYMENT

thetax period of all local taxes,

fees and charges shall be the
calendar year.

Such taxes free and charges

may be paid in quarterly
installments.
ACCRUAL OF TAX

all local taxes, fees and charges

shall accrue on the 1st day of
January of each year.

New taxes, fees, and charges or

changes in the rates thereof, shall
accrue on the 1st day of the quarter
next following the effectivity of the
ordinance imposing such new levies
or rates.
TIME OF PAYMENT

All local taxes, fees, and charges

shall be paid within the first twenty
(20) days of January or of each
subsequent quarter, as the case may
be.

The sanggunian may, for a justifiable

reason or cause, extend the time for
payment of such taxes, fees or
charges without surcharges or
penalties, but only for a period not
exceeding six (6) months.
SURCHARGE AND PENALTIES

The sanggunian may impose a

surcharge not exceeding twenty-five
percent (25%) of the amount of
taxes, fees or charges not paid on
time and an interest at the rate not
exceeding two (2%) per month of the
unpaid taxes, fees and charges
including surcharges, until such
amount is fully paid but in no case
shall the total interest on the unpaid
amount or portion thereof exceed
thirty six (36) months.
 SITUS OF TAX
Manufacturers,
Wholesalers,
Contractors,
Banks, etc.

w/ Branch or Sales w/out Branch or

Outlet in Sales Outlet in
Municipality Municipality

Record Sales in Record Sales in

Branch or Outlet in Principal Office in
Municipality Municipality

Pay Tax to Pay Tax to

Municipality where Municipality where
Branch of Sales Principal Office is
outlet is located located
DISTRIBUTION OF TAXABLE 70%

Manufacturer Prorate taxable percentage

has 2 or more Yes among LGUs where factories, etc.
factories, etc. in are located according to
different respective volumes of production
localities during taxable period

No

Plantation & Yes 70% Taxable by Municipality

factory located in
where factory, etc. is located
same LGU

No

42% Taxable by Municipality where

factory is located
28% Taxable by Municipality where
plantation is located
THE BUSINESS PERMIT
AND LICENSES OPERATION
Before the Operation of any
business or of an entity to engage in
any business, within its taxing
powers, one must Apply for Mayors
Permit to Operate Business

Upon its Expiration and or

Before the retirement of Business

BASIC REQUIREMENTS
Community Tax Certificate of the Owner

Barangay Business Clearance

BIR Registration

DTI Registration

For Corporation, SEC Registration

Certificate
BASIC STEPS

APPLICATION.
The Applicant shall secure and
prepare the Basic Requirements
in the Checklist

Checklist of Basic Documentary

Requirements:
.Community Tax Certificate
.Barangay Business Clearance
.BIR Certificate of Registration
.DTI Certificate of Registration
.For Corporation, SEC
Registration Certificate
STEP 2. REVIEW
REVIEW.
Secure and fill out Application
form from the Mayors Office.
Upon initial review of the
License Officer, comply/secure
additional requirements, if any.
Other Requirements :

Building Permit
Occupancy Permit
Locational/Zoning Clearance
Environmental Compliance
Certificate (ECC)
SSS/PhilHealth Certificate of
Contribution
Real Property Tax Clearance from
Municipal Treasury Office
Other documents as maybe required
depending on the nature of business
STEP 3. ASSESSMENT
ASSESSMENT.
Submit Application Form
together with the Requirements to
the Treasurers Office for
Assessment.
Sample of Assessment
Mayors Permit Fee: 2,000.00
Nature: Retailer of Essential Comm.
Classification: Small
Business Tax: 1,815.00
Gross Sales or Receipt for the
Previous Year PhP230,000.00
Regulatory Charges:
Police Clearance 100.00
Sanitary Inspection 100.00
Business Plate 150.00
Service Charges:
Health Examination 100.00
Garbage Collection Fee 400.00
Occupation/Calling Fee 100.00
4,765.00
Fire Inspection (10%) 476.50
TOTAL AMOUNT DUE: 5,241.50
STEP 4. PAYMENT
PAYMENT
NO PAYMENT shall be
made or collected
OUTSIDE of the
TREASURERS OFFICE
and without corresponding
OFFICIAL RECEIPT.
STEP 5. INSPECTION
INSPECTION.
Present Official Receipt and
Application Form to the
1.) Municipal Health Office for
the Issuance of Application for
Sanitary Permit
2.) Bureau of Fire Protection
Office for the Issuance of
Application for Fire Safety
Inspection

These Offices shall schedule

inspection of the business prior
to the release of certificate.
STEP 6. RELEASE
RELEASE.
Release of Mayors Permit
to Operate and Business
Registration Plate.
OFFICES INVOLVED IN THE BPLS

Mayors Office
Issuance/Release of Application for Permit to Operate

Treasurers Office
Issuance of CTC & Real Property Tax Clearance
Assessment, Payment and Recording

MPDO
Zoning/Locational Clearance

Engineering Office
Issuance/Release of Application for Building/Occupancy Permit

Municipal Health Office

Issuance/Release of Application for Sanitary Inspection/Health
Certificate

Bureau of Fire Protection

Issuance/Release of Application for Fire Safety Inspection