Business Registration/DTI / SEC Registration
Business Registration Guide

DTI / SEC registration, where your business gets its legal identity.

Until now you've decided what structure to use. Here you register it with the government and get the foundational certificate that every later step, your local permits, the BIR, your bank, will ask you to produce.

Which agency you go to depends entirely on the structure you chose. This guide covers both paths: registering a business name with the DTI for sole proprietorships, and incorporating with the SEC for partnerships, corporations, and One Person Corporations.

This is part of our complete guide to business registration in the Philippines. If you haven't settled on a structure yet, start with Choosing a Business Structure.

Which agency do you register with?

It comes down to one question: are you registering as an individual, or creating a separate legal entity?

Your structureRegister withWhat you receive
Sole proprietorshipDTICertificate of Business Name Registration
PartnershipSECCertificate of Recording
CorporationSECCertificate of Incorporation
One Person Corporation (OPC)SECCertificate of Incorporation

A sole proprietor is registering a trade name; the business and the owner remain one legal person. A partnership, corporation, or OPC is creating a separate juridical entity with its own legal personality. That difference is why the agency, and the depth of the process, differ.

DTI registration (for sole proprietors)

Sole proprietors register their business name through the Business Name Registration System (BNRS) Next Gen, the DTI's online portal. The whole process, application, payment, and downloading your certificate, can be completed online, often within an hour.

Choosing your business name

In the BNRS, your business name is built from two parts:

  • A dominant name: the main identifying word or words (for example, "Juan's").
  • A business name descriptor: keywords describing what you do, based on the Philippine Standard Industrial Classification (for example, "Coffee Shop").

The system checks availability automatically. Note that, as a sole proprietor, you cannot use the words "Company," "Corporation," or "Incorporated"; those are reserved for SEC-registered entities.

Territorial scope and fees

When you register, you choose a territorial scope: the geographic area where your name is protected and where you may locate offices or branches. Your fee depends on the scope you select.

Territorial scopeRegistration fee
Barangay₱ 200
City / Municipality₱ 500
Regional₱ 1,000
National₱ 2,000

Each registration adds a ₱30 Documentary Stamp Tax, so totals run from ₱230 to ₱2,030.

Scope is about name protection, not where you're allowed to sell. A barangay-scope baker can still sell online nationwide, but the name is only protected within that barangay. If you plan to grow or franchise, choosing a wider scope upfront is cheaper than re-registering later.

Validity and key rules

  • The DTI certificate is valid for five years and is renewable through the portal (as early as 180 days before expiry; late renewal carries a 50% surcharge).
  • You must pay within 7 calendar days of applying, or the application is cancelled.
  • Transfer of ownership of a business name is not allowed.
  • DTI registration does not create a separate legal entity. For that, you need to incorporate with the SEC.

SEC registration (for partnerships, corporations, and OPCs)

Partnerships, corporations, and OPCs register with the Securities and Exchange Commission (SEC), primarily through its online portal, eSPARC (Electronic Simplified Processing of Application for Registration of Company). eSPARC handles name verification, document submission, and fee payment in one place, and issues a digitally signed Certificate of Incorporation that carries the same legal validity as the printed original.

Two processing streams

OneSEC

Same day

A fully automated, pass-through stream for eligible domestic stock corporations (an OPC or a corporation with 2–15 incorporators). Most fields are pre-filled and there's no manual review.

Regular processing

~7 working days

For applications that need full SEC review, including non-stock corporations and foreign corporations.

What you'll need

Exact requirements vary by entity type, but the core documents are:

  • Name Verification Slip: generated in eSPARC when you reserve your name.
  • Articles of Incorporation (for a corporation or OPC) or Articles of Partnership (for a partnership).
  • By-laws: required for regular corporations, but not for an OPC.
  • Nominee and alternate nominee consents: for an OPC specifically.
  • Capital structure details: authorized, subscribed, and paid-up capital for a corporation; total capital contribution for a partnership.
  • Beneficial ownership declaration: required as part of the application.

Corporate officers who sign or authenticate the documents must be credentialed in the SEC's eSECURE identity system and eSAP authentication portal before they can validate the application electronically.

What you receive

Once approved, you get a digital Certificate of Incorporation, valid for six months, with the original released on submission of your documentary requirements and proof of payment. From that moment, your business exists as a separate legal entity.

A built-in head start on later steps

After you register in eSPARC, the SEC's link to the Philippine Business Hub lets you apply for your company TIN and obtain your employer numbers from SSS, PhilHealth, and Pag-IBIG, without separately queuing at each agency. It's worth doing here, because those are exactly the registrations you'll need at the BIR and employer stages.

Choosing and protecting your business name

Whether you register with the DTI or the SEC, your proposed name has to be distinguishable from existing ones. A small tweak doesn't make a name unique. Under SEC rules, differences limited to punctuation (a hyphen) or corporate suffixes ("Corp." vs. "Inc.") are not enough to distinguish "QuickFix Corp." from an existing "Quick-Fix Inc."

Two practical tips before you commit:

  • Run a name search early so you don't build branding around a name you can't register.
  • Consider trademark protection. Business name or SEC registration is not the same as a trademark. If your brand matters, a preliminary search and a trademark filing with IPOPHL protect it far more broadly.

Common mistakes to avoid

A few avoidable errors at this stage cause delays, or worse, problems that only surface later.

  • Registering with the wrong agency. Match the agency to your structure: DTI for sole proprietors, SEC for partnerships, corporations, and OPCs. Going to the wrong one means starting over.
  • Choosing a territorial scope that's too narrow. A barangay scope is cheapest, but it only protects your name locally. If you plan to expand or franchise, a wider scope upfront is far cheaper than re-registering later.
  • Assuming DTI registration creates a corporation. It doesn't. A DTI business name gives a sole proprietor the right to use a trade name; the owner and the business remain one legal person, with no liability protection.
  • Assuming business name registration protects your trademark. It doesn't. DTI or SEC registration secures your name within that registration framework only; protecting your brand against use by others requires a separate trademark filing with IPOPHL.

Frequently asked questions

Do I need both DTI and SEC registration?

No. Sole proprietors register with the DTI, while partnerships, corporations, and OPCs register with the SEC. You don't register the same business with both agencies.

Can I register my business entirely online?

Most DTI registrations can be completed online through the BNRS, end to end. Many SEC registrations are also completed online through eSPARC, though some applications require additional documentary submissions before the original certificate is released.

Can I reserve a business name first?

Yes. Both agencies let you check and reserve your name during the registration process. The DTI BNRS checks availability automatically, and the SEC eSPARC generates a Name Verification Slip when you reserve a corporate name.

Can two businesses have the same name?

Generally no. A name that is identical or confusingly similar to an existing one within the applicable registration framework will be rejected, and minor differences in punctuation or corporate suffix don't make a name distinguishable.

Next step

Secure your right to operate

With your legal identity established, the next step is securing your right to operate at your specific location.

Go to the LGU Permits GuideBook a free consultation

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