DTI VS SEC: WHICH SHOULD YOU REGISTER?
When comparing DTI vs SEC registration Philippines rules, register with the Department of Trade and Industry (DTI) if you are a single owner testing a small business with low legal risk and want same-day setup for Php 230 to Php 2,030. Register with the Securities and Exchange Commission (SEC) as a One Person Corporation (OPC), partnership, or domestic corporation if you have co-founders, sign high-value contracts, want limited liability to protect personal assets, or plan to raise investor capital. Choosing the right structure first saves you from having to close a DTI sole proprietorship and re-register everything from scratch later.
DTI or SEC first, then Barangay, Mayor’s Permit, and BIR. Skip the sequence and you pay twice.
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How Do DTI Sole Proprietorship, SEC OPC, and SEC Corporation Compare?
| Feature | DTI Sole Proprietorship | SEC One Person Corp (OPC) | SEC Domestic Corporation |
|---|---|---|---|
| Number of Owners | 1 individual owner only | 1 single stockholder ( plus nominee and alternate nominee) | 2 to 15 incorporators |
| Personal Asset Liability | Unlimited (owner and business are one legal person) | Limited to capital contributed (if separation is proven) | Limited to unpaid subscription on shares |
| Government Filing Fee | Php 200 to Php 2,000 + Php 30 DST | Approx. Php 2,500 to Php 5,000+ (based on authorized capital in eSPARC) | Approx. Php 2,500 to Php 5,000+ (based on authorized capital in eSPARC) |
| Income Tax Options | 8% flat option (if non-VAT under Php 3M) or 0% to 35% graduated rates | 20% or 25% regular corporate income tax (RCIT under CREATE Law) | 20% or 25% regular corporate income tax (RCIT under CREATE Law) |
| Annual Agency Filings | LGU renewal + BIR returns (renew DTI every 5 years) | LGU + BIR + SEC Annual Financial Statements (AFS) | LGU + BIR + SEC General Information Sheet (GIS) + AFS |
How Do You Decide Between DTI and SEC in 4 Steps?
Count Your Owners & Investors
If you have even one co-founder or equity partner, DTI is not an option because DTI certificates only recognize a single individual owner. Choose an SEC partnership or domestic stock corporation.
Check Your Contract & Liability Risk
If you are in construction, manufacturing, B2B supply, or leasing commercial space with heavy liabilities, an SEC OPC or corporation separates business debts from your personal savings.
Compare Your Tax Bracket & Bookkeeping
Solo service providers earning under Php 3,000,000 a year often prefer DTI sole proprietorship to qualify for the simple 8% BIR income tax rate without SEC GIS and AFS uploads.
File on DTI BNRS or SEC eSPARC
Once decided, file online through DTI BNRS for a sole proprietorship or SEC eSPARC for an OPC or corporation, then proceed to barangay, LGU, and BIR registration.
What Requirements Do You Need for SEC vs DTI?
- For DTI Sole Proprietorship: 1 valid government ID, 3 business trade name options, business address, and Php 230 to Php 2,030 online payment.
- For SEC OPC: Single stockholder ID and TIN, written consent of Nominee and Alternate Nominee, Articles of Incorporation, and Treasurer-in-Trust / capital details.
- For SEC Regular Corporation: 2 to 15 incorporators’ IDs and TINs, Articles of Incorporation and By-Laws, corporate secretary and treasurer details, and notarized eSPARC forms.
How Long Do DTI and SEC Registrations Take?
DTI BNRS Timeline: 15 to 30 minutes online (same day once paid).
SEC eSPARC Timeline: 3 to 15 working days depending on name verification, SEC examiner review, payment, and submission of signed hard copies under the SEC Citizen’s Charter (RA 11032).
Official Government Links:
What Questions Do Founders Ask About DTI vs SEC?
Can I convert a DTI sole proprietorship directly into an SEC corporation later?
There is no automatic one-click conversion. Moving from DTI to SEC requires incorporating the new SEC company and formally closing (retiring) your DTI business name, LGU permit, and BIR sole proprietor registration.
Does SEC require a minimum paid-up capital for regular domestic corporations?
Under the Revised Corporation Code (RA 11232), domestic corporations with 100% Filipino ownership generally have no minimum authorized capital stock unless required by a special law or regulatory agency for your specific industry.
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Quick Summary: DTI vs SEC Registration in the Philippines
When comparing DTI vs SEC registration in the Philippines, choose DTI if you are a solo founder who wants same-day setup (Php 230 to Php 2,030) and the 8% flat income tax option under Php 3M gross sales. Choose SEC (One Person Corporation or Regular Domestic Corporation) if you have co-founders, need limited liability to protect personal assets, or plan to raise investor funding.
| DTI Sole Proprietorship | 1 owner, unlimited personal liability, same-day online via DTI BNRS, eligible for 8% tax option |
|---|---|
| SEC One Person Corp (OPC) | 1 single stockholder (+ nominee), limited liability, filed via SEC eSPARC, 20% to 25% corporate tax |
| SEC Domestic Corporation | 2 to 15 incorporators, limited liability, equity shares for investors, annual GIS and AFS filings |
| Conversion Rule | No direct conversion; moving from DTI to SEC requires retiring the DTI business and incorporating anew |
| Governing Laws | Business Name Law (Act 3883) for DTI; Revised Corporation Code (RA 11232) for SEC |