Business Registration & Corporate Law in the Philippines

Business professionals discussing corporate legal services at Aureada CPA Law Firm

Starting or growing a business in the Philippines involves navigating a complex web of registration requirements, regulatory compliance, and ongoing legal obligations. Aureada Law provides end-to-end corporate and business legal services from choosing the right business structure and completing SEC or DTI registration to drafting contracts, advising on corporate governance, and representing you before regulators. Whether you are a Filipino entrepreneur, a foreign investor, or an existing corporation, we help you build a legally sound business foundation.

Business Entity Registration in the Philippines

Choosing the right business structure is one of the most important decisions you will make. Each type has different requirements for registration, capitalization, ownership restrictions, and tax treatment.

We assist with registration of:

Stock Corporation the most common structure for businesses with multiple shareholders; registered with the SEC
One Person Corporation (OPC) a single-shareholder corporation introduced under the Revised Corporation Code; ideal for solo entrepreneurs who want corporate protection
Partnership registered with the SEC; allows profit sharing between two or more partners with personal liability
Sole Proprietorship registered with the DTI; simplest structure but with unlimited personal liability
Branch Office / Representative Office for foreign companies operating in the Philippines

Foreign-owned Corporation subject to Foreign Investment Negative List restrictions; we advise on allowed ownership percentages and structuring options

SEC Registration and Post-Incorporation Compliance

SEC registration is just the beginning. Philippine corporations must comply with ongoing reporting and filing obligations to avoid penalties and maintain good standing.

We handle:

SEC Articles of Incorporation and By-Laws preparation and filing
General Information Sheet (GIS) annual filing with current officer/director information
Audited Financial Statements (AFS) annual submission to the SEC
SEC Form 17-A / 17-Q for companies with publicly traded securities
Amendment of articles increase in authorized capital stock, change of corporate name, change of primary purpose
SEC reportorial compliance monitoring so deadlines are never missed

Corporate Governance & Board Advisory

Good corporate governance protects shareholders, manages risk, and builds trust with investors and regulators. We advise boards and corporate officers on:

Preparation and conduct of annual stockholders' meetings and special meetings
Board resolutions and corporate secretary's certificates
Stockholder rights and derivative suits
Shareholder agreements and voting trusts
Related-party transactions and conflict-of-interest policies
Directors' and officers' duties and liabilities under the Revised Corporation Code

Corporate Governance & Board Advisory

Good corporate governance protects shareholders, manages risk, and builds trust with investors and regulators. We advise boards and corporate officers on:

Preparation and conduct of annual stockholders' meetings and special meetings
Board resolutions and corporate secretary's certificates
Stockholder rights and derivative suits
Shareholder agreements and voting trusts
Related-party transactions and conflict-of-interest policies
Directors' and officers' duties and liabilities under the Revised Corporation Code

Contract Drafting and Commercial Agreements

Every business relationship should be governed by a clear, enforceable written agreement. Our team drafts and reviews:

Supplier and vendor agreements
Service contracts and retainer agreements
Employment contracts and non-compete/non-disclosure agreements
Lease agreements for commercial and office space
Distribution, franchise, and dealership agreements
Joint venture agreements and memoranda of understanding
Shareholders' agreements and buy-sell provisions

Mergers, Acquisitions & Business Restructuring

Whether you are acquiring a business, merging entities, or restructuring for tax efficiency, we provide legal due diligence, documentation, and regulatory approval support for:

Asset acquisitions and share acquisitions
Due diligence review of target companies
Merger and consolidation plans and SEC/regulatory approval
Corporate dissolution and liquidation
Business succession planning

Representation

We represent clients before:

The Securities and Exchange Commission (SEC)
The Department of Trade and Industry (DTI)
Local government units (LGUs) and other regulatory agencies

Other services