Philippines 2026: Structuring Tech Companies to Access CREATE MORE Incentives, Navigate Foreign-ownership Changes and Comply with SEC GIS

The Philippines is in the middle of a decisive policy window for technology companies and the investors who back them. The convergence of the CREATE MORE Act’s expanded tax incentives, updated foreign-ownership rules under the 13th Foreign Investment Negative List (FINL), and tightened SEC General Information Sheet (GIS) and beneficial-ownership disclosure requirements means that tech company structuring Philippines decisions made in 2026 will lock in, or forfeit, significant advantages for years to come. Whether a founder is launching a SaaS platform from Makati, a venture fund is deploying capital into a Philippine AI startup, or a multinational is setting up a shared-services centre, the structuring playbook has changed.

This guide walks through every layer, entity selection, ownership caps, incentive qualification, SEC and BSP compliance, so that decision-makers can act with precision before the window narrows further.

TL;DR, six decisions every founder and foreign investor must get right:

1. Choose the correct entity type (domestic corporation, branch or representative office).
2. Confirm foreign-ownership caps apply, or do not apply, to your specific tech activity.
3. Map your activities to a CREATE MORE incentive tier and file with the right investment promotion agency (IPA).
4. Complete SEC GIS and beneficial-ownership filings on time and accurately.
5. Register inbound capital with BSP to protect repatriation rights.
6. Build a 6-month compliance calendar before you begin operating.

Why 2026 Is the Moment: CREATE MORE, EODB Reforms and Foreign-Ownership Changes

Three regulatory currents are running simultaneously, and their combined effect reshapes the landscape for startup market entry Philippines strategies. First, the CREATE MORE Act (Republic Act No. 12066) expanded and extended the fiscal incentives framework originally introduced by the CREATE Act (RA 11534), widening the menu of income tax holidays (ITH), special corporate income tax (SCIT) rates and enhanced deductions available to registered business enterprises. Second, ongoing ease of doing business Philippines reforms, driven by the EODB Act (RA 11032) and successive SEC and BOI digitisation mandates, have shortened registration timelines and introduced electronic filing for key corporate documents. Third, the 13th FINL, issued pursuant to Executive Order No.

113, rationalised sector-specific foreign-ownership caps, opening several technology-adjacent activities to higher or full foreign equity participation.

For tech founders and foreign investors, the practical effect is straightforward: the incentive upside is larger, the entry barriers are lower, and the compliance obligations are stricter. Getting the structure right at incorporation, rather than retrofitting later, is now the single highest-return legal decision a company can make.

Key Dates and What Changed

Quick Primer: Entity Choices for Tech Company Structuring Philippines

The entity a tech company selects determines its tax treatment, incentive eligibility, fundraising flexibility and regulatory burden. Philippine law offers several vehicles, but three are used by the vast majority of technology ventures entering the market.

Domestic Corporation (Stock Corporation Incorporated Under the Revised Corporation Code)

A Philippine domestic corporation, organised and registered with the SEC under the Revised Corporation Code (RA 11232), is the default choice for tech startups that intend to raise equity capital locally or internationally, hire a Philippine workforce, and apply for CREATE MORE incentives. It may be up to 100 % foreign-owned where the activity falls outside the Negative List. Minimum paid-up capital requirements depend on the applicable foreign-investment thresholds.

Branch Office

A branch office is an extension of a foreign corporation licensed to do business in the Philippines. It can generate revenue and enter into contracts, but it is not a separate juridical entity. Branches are subject to Philippine CIT on income derived from Philippine sources and must obtain an SEC licence. They are generally eligible to apply for BOI incentives, although the application pathway differs from that of a domestic corporation.

Representative Office (REP)

A representative office is limited to liaison, quality-control and information-dissemination activities. It cannot derive income from the Philippines and must be fully funded by remittances from its head office. A REP is rarely the right vehicle for a tech startup intending to sell products or services in-market, but it can serve as a low-cost entry point for market research ahead of full incorporation.

Entity Comparison Table

For most tech startups targeting CREATE MORE incentives and planning to raise venture capital, a domestic stock corporation incorporated under the Revised Corporation Code will be the strongest foundation.

Foreign-Ownership Rules Philippines and the Negative List Practical Playbook

The question of how much equity a foreign investor can hold is governed primarily by the Constitution, the Foreign Investments Act (RA 7042, as amended) and the regularly updated Foreign Investment Negative List. Understanding the current foreign ownership rules Philippines framework is essential before any structuring decision is finalised.

The 60/40 Rule Explained

The Philippine Constitution reserves certain activities and resources to Filipino citizens or to corporations that are at least 60 % Filipino-owned. This so-called “60/40 rule” applies to sectors explicitly enumerated in the Constitution, including land ownership, mass media, public utilities (as amended by RA 11659) and the exploitation of natural resources. Crucially, the rule does not apply to all business activities. Technology companies engaged in software development, SaaS, AI, data analytics or IT-enabled services generally fall outside these constitutional restrictions and can be structured with up to 100 % foreign equity.

EO 113 and the 13th Foreign Investment Negative List

Executive Order No. 113 promulgated the 13th Foreign Investment Negative List, which consolidated the restricted sectors into three lists: List A (foreign-ownership limited by the Constitution or specific laws), List B (defence, risk to public safety and small-scale enterprises with paid-in capital below a certain threshold) and List C (activities covered by existing law with specific foreign-ownership limits). Activities that do not appear on any list are open to 100 % foreign ownership.

Sectors Commonly Restricted and Workaround Structuring

While most pure-play tech activities are unrestricted, founders should watch for crossover situations: a fintech company that operates a lending platform may trigger BSP or SEC licensing requirements that carry their own ownership conditions; a company providing telecommunications infrastructure services may fall under the Public Service Act’s foreign-ownership limits (now at 100 % for non-public-utility telecoms services under RA 11659); and any enterprise that needs to own land must comply with the 60/40 constitutional cap.

Where a cap applies, common structuring solutions include issuing non-voting preferred shares to foreign investors (preserving economic interest while keeping voting control with Filipino shareholders), entering joint ventures with local partners, or securing a special investor’s resident visa and registering with the BOI to avail of treaty-based protections.

Sample Ownership Cap Table, Restricted-Activity Scenario

This structure satisfies the 60/40 voting requirement while allowing the foreign investor to capture majority economics through preferred-share dividend and liquidation rights. It should be reviewed carefully with Philippine counsel to ensure compliance with SEC and BOI anti-dummy provisions.

How Tech Startups Qualify for CREATE MORE Incentives, Step by Step

The CREATE MORE Act significantly enhanced the fiscal-incentive toolkit available to registered business enterprises (RBEs). For tech startups, the law, together with the Strategic Investment Priority Plan (SIPP) issued by the Fiscal Incentives Review Board (FIRB) and administered principally by the BOI, creates a structured pathway to reduced or zero corporate income tax, enhanced deductions and VAT-related benefits. Navigating the create more incentives framework requires mapping your specific activities to the SIPP, selecting the right investment promotion agency (IPA) and assembling the documentary package before filing.

Eligibility Criteria for Tech Activities

The SIPP identifies priority activities rather than sectors. Technology companies typically qualify under tiers covering innovation and R&D-intensive activities, IT-BPM (information technology and business process management), knowledge-based services and highly technical manufacturing. The key question is whether the company’s principal revenue-generating activity, not just its product category, matches a SIPP-listed activity.

Activity Mapping: Common Tech Models

• Software development and SaaS. Generally qualifies under IT-BPM or innovation-driven activities. Companies exporting services may receive extended incentive periods.
• AI and machine-learning R&D. Qualifies under the innovation and R&D tier, potentially with enhanced deductions for local R&D expenditure.
• Cloud infrastructure and data centres. May qualify as a strategic-priority activity, particularly where investment commitments exceed specific capital thresholds.
• Fintech. Eligibility varies: payment-processing platforms may qualify, but lending or deposit-taking activities trigger separate BSP and SEC licensing regimes that carry their own conditions. Early regulatory mapping is critical.

Application Flow

1. Incorporate or register the entity with SEC.
2. Identify the correct IPA, BOI for most tech activities; PEZA if operations are located within an economic zone; or another IPA under the CREATE MORE framework.
3. Prepare and submit the application package: project study, financial projections, proof of capitalisation, board resolutions and supporting corporate documents.
4. Respond to the IPA’s evaluation queries and comply with any site-inspection or employment-commitment requirements.
5. Receive the Certificate of Registration as an RBE, this document confirms the specific incentives granted and their duration.

Incentive Types vs. Typical Tech Eligibility

Worked Examples

Example 1, SaaS startup with a local development team. A Singapore-incorporated company sets up a 100 %-foreign-owned Philippine domestic subsidiary to house 50 software engineers building a B2B SaaS platform. Revenue is generated by subscriptions from clients across Southeast Asia. The subsidiary registers with the BOI under the IT-BPM / innovation tier, receives a four-year ITH followed by SCIT, and claims enhanced deductions on developer-training expenditure. Because the activity is not on the Negative List, no ownership restriction applies.

Example 2, AI marketplace with integrated payments. A Philippine-founded startup builds an AI-powered logistics marketplace that processes payments through a third-party payment facilitator. The company incorporates as a domestic corporation with 70 % Filipino and 30 % foreign equity (anticipating future VC rounds). It registers with the BOI under the innovation-driven tier. Because it does not itself hold a BSP-issued electronic money issuer or operator of payment system licence, it avoids the additional ownership conditions attached to regulated financial activities, but it must monitor whether its model evolves into a regulated service.

SEC GIS and Beneficial-Ownership Compliance: 2026 Practical Checklist

The SEC’s General Information Sheet is the single most important annual corporate filing in the Philippines. Since 2025, the SEC has expanded the sec gis beneficial ownership disclosure requirements and moved to mandatory electronic submission. Missing or inaccurate filings can trigger penalties, block incentive applications and, in serious cases, lead to revocation of the certificate of incorporation.

What Is the GIS and Who Must File

The GIS is an annual disclosure document that provides the SEC with a snapshot of a corporation’s directors, officers, stockholders, principal business address and, critically, its beneficial owners. Every domestic corporation registered with the SEC must file a GIS within 30 calendar days from the date of its annual stockholders’ meeting. Branch offices and representative offices of foreign corporations licensed by the SEC must also file equivalent annual reports. For a detailed walkthrough, see our guide to the SEC GIS form requirements for 2026.

Beneficial-Ownership Declaration: Key Fields and Red Flags

The beneficial-ownership section of the GIS requires disclosure of every natural person who ultimately owns or controls 25 % or more of the corporation’s shares, or who otherwise exercises ultimate effective control. Required data points include the beneficial owner’s full legal name, nationality, date of birth, residential address, tax identification number (TIN), percentage and nature of beneficial ownership, and the date on which the interest was acquired. Common errors that trigger SEC queries include failing to look through nominee and corporate shareholders, omitting indirect ownership chains and listing a corporate entity, rather than a natural person, as the beneficial owner.

Reporting Obligations by Entity Type

Step-by-Step Filing Timeline and Penalties

1. Hold the annual stockholders’ meeting on the date fixed in the by-laws (must be within the Philippines or, if permitted, via remote communication).
2. Prepare the GIS with updated director/officer information, complete stockholder list and beneficial-ownership declaration.
3. Submit electronically through the SEC’s eFAST system within 30 calendar days of the meeting.
4. Pay filing fees as assessed by the SEC.
5. Retain proof of filing, the system-generated acknowledgement, for bank, BOI and regulatory due-diligence requests.

Penalties for late or non-filing include daily surcharges, and repeated non-compliance can result in the SEC placing the corporation under delinquent status, effectively suspending its ability to operate. For foreign-owned entities, this also jeopardises the BSP-registered status of inbound investment. See also the SEC beneficial-ownership declaration guide and the foreign-ownership requirements overview for deeper treatment of each issue.

BSP, Capital Remittance and FX Registration: Practical Steps for Foreign Investment Philippines

Every foreign investor who wants the legal right to repatriate dividends, profits and capital from the Philippines in foreign currency must register the inbound investment with the Bangko Sentral ng Pilipinas. The bsp foreign investment registration process is administrative but non-negotiable, without it, outbound FX remittances must be sourced from the investor’s own foreign-currency accounts or purchased on the open market, and repatriation rights are not guaranteed.

When BSP Registration Is Required

BSP registration through an authorised agent bank is required for: (a) inbound equity investments in Philippine corporations or partnerships, (b) foreign-currency loans extended to Philippine borrowers and (c) any investment where the investor intends to repatriate capital, dividends or loan repayments through the Philippine banking system in foreign currency.

Documentary Requirements and Workflow

1. Open a foreign-currency deposit account with a Philippine universal or commercial bank that is an authorised agent bank of the BSP.
2. Remit the investment capital in foreign currency through the banking system, wire transfers from the investor’s overseas bank to the Philippine agent bank.
3. Convert the foreign currency to Philippine pesos (if required for peso-denominated share subscriptions) through the agent bank.
4. Submit the BSP registration application through the agent bank, together with proof of inward remittance, SEC registration documents, board resolutions authorising the share issuance and a certified true copy of the articles of incorporation.
5. Receive the BSP Registration Document (BSRD), retain this permanently, as it is the basis for all future repatriation claims.

Industry observers expect processing to take approximately two to four weeks from complete submission, although timelines vary by bank and transaction complexity. For a practical overview of opening corporate bank accounts in the Philippines, see the linked guide.

Debt vs. Equity: Tax Considerations

Structuring part of the inbound investment as a shareholder loan, rather than pure equity, can create interest-deduction benefits for the Philippine subsidiary and allows periodic principal repayments. However, thin-capitalisation rules under the Tax Code (and potential BIR scrutiny of related-party loans) mean the debt-to-equity ratio must be commercially reasonable. Interest payments to non-resident lenders are generally subject to withholding tax, which may be reduced under an applicable tax treaty.

Tax and Corporate Housekeeping: Transfer Pricing, Withholding, VAT, Payroll and Share Transfers

Once the entity is operational, a disciplined compliance calendar prevents costly penalties and preserves incentive eligibility. The key tax incentives Philippines framework under CREATE MORE requires that RBEs maintain their registered status by meeting employment, investment and reporting conditions, failure to comply can trigger incentive withdrawal.

Key Corporate and Tax Filings

Cross-border IP licensing arrangements, common in tech, require careful pricing. Royalty payments to non-resident licensors are subject to Philippine withholding tax (typically 25 %, reducible under a tax treaty). Transfer-pricing documentation must demonstrate arm’s-length pricing, and the BIR has become increasingly active in auditing related-party transactions involving intangibles.

Tech Company Structuring Philippines: 6-Month Operational Checklist

The following timeline assumes a foreign-invested domestic corporation targeting BOI registration for CREATE MORE incentives. Adjust sequencing based on entity type and IPA.

• Month 1, Legal structuring. Finalise ownership structure and cap table; draft articles of incorporation and by-laws; reserve the corporate name with the SEC.
• Month 2, Incorporation and bank account. File incorporation documents with the SEC; obtain the Certificate of Incorporation; open the corporate peso and foreign-currency bank accounts; begin BSP registration process for inbound investment.
• Month 3, BIR registration and local permits. Register with the BIR (TIN, books of accounts, official receipts); obtain the Mayor’s Permit / business permit from the LGU; register with SSS, PhilHealth and Pag-IBIG for employee benefits.
• Month 4, Incentive application. Prepare the BOI/IPA application package (project study, financial projections, employment commitments); submit the application.
• Month 5, SEC GIS and beneficial-ownership filing. Hold the first stockholders’ meeting; prepare and file the GIS and beneficial-ownership declaration via eFAST.
• Month 6, Operational go-live. Hire initial Philippine team; execute employment contracts compliant with DOLE requirements; finalise transfer-pricing policy for intercompany transactions; begin payroll and tax-withholding compliance.

Red flags that delay incentives:

• Submitting the BOI application before SEC incorporation is completed, the IPA requires a registered entity.
• Failing to register inbound capital with BSP before converting funds, this cannot be done retroactively.
• Filing the GIS with a corporate-entity beneficial owner instead of tracing through to the natural person, the SEC will reject the submission.
• Misclassifying the company’s activity against the SIPP, a mismatch triggers automatic denial of incentive registration.

Conclusion

Tech company structuring Philippines decisions in 2026 sit at the intersection of opportunity and obligation. The CREATE MORE Act has made the incentive regime more generous than at any point in the past decade, the 13th FINL has removed barriers for most technology activities, and the SEC’s digitised GIS and beneficial-ownership framework demands rigour from every registered entity. Founders and foreign investors who align their entity selection, ownership structure and compliance calendar with these reforms will secure measurable tax savings, protect repatriation rights and avoid the enforcement actions that are increasingly common as regulators digitise their monitoring. Those who delay risk losing incentive eligibility or, worse, operating in a structurally non-compliant state that is costly to unwind.

For specific structuring advice, readers are encouraged to find a Philippines business lawyer through the Global Law Experts directory.

Sources

1. Board of Investments (BOI), Investment Incentives Guidance
2. Securities and Exchange Commission (Philippines), GIS and Beneficial Ownership
3. Bangko Sentral ng Pilipinas (BSP), Foreign Investment Registration
4. Bureau of Internal Revenue (BIR), Tax Compliance and CREATE MORE Guidance
5. Department of Finance (DOF), CREATE MORE Implementation
6. Philippine Economic Zone Authority (PEZA)
7. Emerhub, Legal Requirements for IT Companies in the Philippines
8. Asian Development Bank, Philippines Technology Startup Ecosystem Report
9. Global Law Experts, SEC GIS Form 2026 Philippines
10. Global Law Experts, Foreign Ownership Requirements Philippines
11. Global Law Experts, 13th Foreign Investment Negative List Philippines