PH Business Transfer
Legal Checklists

Required Documents & Steps

• Latest Income Tax Return (ITR) — BIR Form 1701/1702 for the last 3 years, stamped received
• Certificate of Registration (COR) — BIR Form 2303 · original copy
• Proof of payment — Official receipts for all taxes paid (VAT, income tax, withholding) for the current year
• BIR Form 0605 — Payment form for annual registration fee (₱500/year), must be current
• Submit Letter of Request — Addressed to the RDO (Revenue District Office) where the business is registered, stating purpose: transfer of business ownership
• Settle any deficiency assessments — Pay outstanding taxes, penalties, and surcharges before clearance is issued
• Transfer of BIR registration (buyer) — File BIR Form 1905 to update registered address and TIN details for new owner
• Receive Tax Clearance Certificate — Collect from the RDO. Valid for 1 year from date of issue

Required Documents & Steps

• Original DTI Certificate of Registration — Seller's existing BN Certificate · must be valid and not expired
• Seller files Cancellation of BN — Submit via BNRS.dti.gov.ph (online) or DTI provincial office; reason: "Transfer of Business"
• Deed of Sale / Assignment — Notarized agreement transferring the business name and goodwill to buyer
• Buyer registers new BN — Apply at BNRS.dti.gov.ph · Choose barangay / city / regional / national scope · Registration fee: ₱200–₱2,000
• Valid ID (buyer) — Any government-issued photo ID · PSA birth certificate may also be required for identity verification
• Receive new DTI Certificate — Good for 5 years. Buyer keeps the original; make 2 photocopies for other agencies

Required Documents & Steps

• Board Resolution / Partners' Decision — Approving the transfer of shares/interest; signed by majority of the board or partners
• Deed of Sale / Assignment of Shares — Notarized document detailing number of shares, price per share, and identities of seller and buyer
• Stock Transfer Ledger / Book — Update the corporate stock transfer book to reflect new ownership · Notarize entry
• Amended Articles of Incorporation (if directors/officers change) — File with SEC using Form F-001 · Attach Board Resolution and new Officer info
• General Information Sheet (GIS) — Updated GIS filed within 30 days of the stockholders/partners meeting approving the transfer
• Audited Financial Statements — Latest AFS attached to GIS filing · Must be signed by a CPA accredited with the SEC
• BIR Documentary Stamp Tax (DST) — BIR Form 2000-OT; DST of 1.5 per ₱200 of par value must be paid on share transfers · Get BIR ORs
• Receive SEC confirmation — Amended Certificate of Filing issued by SEC. Keep on file for all future transactions

Required Documents & Steps

• Closure of existing business permit — Seller files a written notice of cessation/closure with the LGU Business Permits & Licensing Office (BPLO). Attach affidavit of closure
• Barangay Business Clearance (buyer) — Apply at the Barangay Hall where the business operates; fee: ₱500–₱1,000 typically. Valid 1 year
• DTI Certificate / SEC Registration — Bring certified copy of new DTI BN or SEC Articles of Incorporation as proof of business entity
• Contract of Lease or Proof of Location — Current lease agreement for business premises, or TCT if owned · Must show address matching the permit application
• Fire Safety Inspection Certificate (FSIC) — From BFP (Bureau of Fire Protection) · Must be done every year; fee based on assessed value of the building
• Sanitary Permit (for F&B / service businesses) — From the City Health Office; requires site inspection. Valid 1 year
• Zoning Clearance — From the HLURB / LGU planning office confirming the business type is permitted in the location's zone
• Pay Business Permit fees — Fee computed on gross sales or capital; schedule varies per LGU. Queueing at the City Hall cashier
• Receive Mayor's Permit and sticker — Display prominently at the business premises at all times