BUSINESS REGISTRATION

Company Incorporation and Business Registration 

We’ve helped local or foreigner businesses to incorporate their business in the Philippines.

Our affordable pricing, simplified processes, and honest and straightforward advice made us the choice for many so why not contact us for your company incorporation needs today.

Registration of a Domestic Corporation in the Philippines

 

Registering a corporation requires a minimum of 5 incorporators, each of whom must be actual persons that must hold at least a single share in the company. Majority of the incorporators must be Filipino residents.

A Corporation may have between 5 and 15 directors (or trustees if a non-stock corporation), each of whom must hold at least one qualifying share of stock. Majority of the directors (or trustees) must be Philippine residents. All Domestic Corporations (those incorporated in the Philippines) obtain their license from and are registered with the Securities and Exchange Commission.

The SEC will require a prospective Corporation to reserve and register a name, submit proposed Articles of Incorporation and By-Laws which are compliant with the requirements of the Corporation Code of the Philippines, and meet the minimum capitalization requirements pertaining to the industry or business that it is engaged in.

Under the Foreign Investment Act, the minimum paid-up capital requirement for corporations considered Domestic Market Enterprise (DME) or one whose foreign equity exceeds 40% is US$200,000, which amount must be remitted into the Philippines. The registration requirements do not apply to export-oriented enterprise or involve advanced technology and will employ at least 50 employees.

 

STOCK CORPORATION – DOCUMENTARY REQUIREMENTS

 

  • 100% Filipino Equity
  • 60% Filipino 40% Foreign
  • Bank Certificate showing paid in capital
  • Articles of Incorporation and By-laws
  • Treasurer’s Affidavit
  • Registration Data Sheet
  • Endorsements / Clearances from other government agencies (if applicable)
  • More than 40% Foreign Equity
  • Form F-100
  • Articles of Incorporation and By-laws
  • Treasurer’s Affidavit
  • Bank Certificate showing paid in capital
  • Proof of Inward Remittance by non-resident aliens and foreign corporate subscribers who would like to register their investment with the Central Bank of the Philippines.

 

NON-STOCK CORPORATION

 

Income or profit generated by this type of corporation cannot be distributed as dividends to its officers or members but shall be used for its operations and for the purpose in which the company was incorporated.

 

EXAMPLES OF ACTIVITIES OF NON-STOCK CORPORATIONS

  • Religious Fraternal
  • Foundations Cultural
  • Associations Educational
  • Charitable Civic Service
  • Chambers (Amcham, Cancham, et al)
  • Any combination of the above mentioned

 

DOCUMENTARY REQUIREMENTS

  • Bank Certificate showing paid in capital
  • Articles of Incorporation and By-laws
  • Treasurer’s Certificate
  • Registration Data Sheet

Register Branch Office in the Philippines

Branch Office of a Foreign Corporation operating in the Philippines must obtain a “license to do business” from the SEC. The foreign corporation’s head office must prove its legal existence in its country of origin, its financial soundness, and its authorization to set up a branch in the Philippines.

The Branch will need to appoint a Resident Agent in the Philippines who will be in charge of receiving the summons and legal processes. This allows the SEC and other entities to obtain jurisdiction over the foreign company.

Setting up a branch office normally involves remitting US$200,000 as a capital investment when registering a company with the SEC. However, there are exceptions, such IT-BPO operations exporting their services or generating income abroad. Branches engaged in activities involving advanced technology, or that employ at least 50 direct employees, are required to inwardly remit a reduced amount of US$100,000 as assigned capital.

Export-oriented branches are not subject to the $200,000 or $100,000 assigned capital if exporting physical goods or services or generating revenue from abroad amounting to more than 60% of its gross sales the branch office can be fully foreign-owned, as it is considered an Export Enterprise under the Foreign Investments Act. You can register a branch office in the Philippines with as little as P5,000 paid up capital. However, most banks require P25,000 – P50,000 to open a corporate bank account.

It is advisable for companies to register their remittance with the Central Bank of the Philippines or Bangko Sentral ng Pilipinas and obtain a BSRD.

 

BRANCH OFFICE REGISTRATION REQUIREMENTS

  • FORM F-103 (Application for establishment of a Branch Office)
  • Authenticated copies of the articles of incorporation
  • Name Verification Slip
  • Registration Data Sheet
  • Authenticated copy of the board resolution authorizing the establishment of a branch office in the Philippines; designating the resident agent to whom summons and other legal processes may be served to the foreign corporation; and stipulating that in the absence of such agent or upon cessation of its operations in the Philippines, any summons or legal processes may be served to the SEC as if the same is made upon the corporation at its home office.
  • Financial statements as of a date not exceeding one year immediately prior to the application, certified by an independent Certified Public Accountant of the home country and authenticated before the Philippine Consulate/Embassy.
  • Resident agent’s acceptance of appointment
  • Proof of inward remittance such as a bank certificate

RESIDENT AGENT FOR A BRANCH OFFICE REGISTRATION

If a Branch Office will be established in the Philippines, the company will need to appoint/designate its resident agent in the Philippines and indicate the name of the said resident agent in the above Certificate of Board Resolution.

If the resident agent is a foreigner, he/she should be the holder of a valid Philippine visa which, at the time of its issuance, entitled the holder thereof to stay in the Philippines continuously for at least one year. The designated Resident Agent can only open the pre-registration account (where assigned capital has to be remitted/deposited directly) after he/she shall have received his appointment as resident agent.

Register as a Sole Trader or Sole Proprietor in the Philippines

Operating a business as a Sole Proprietor is only possible for local Filipinos only. Foreigners must incorporate a company here in the Philippines before they can start a doing business here.

 

REQUIREMENT FOR SOLE PROPRIETORSHIP REGISTRATION

  • Your full name
  • TIN Number
  • Local Address
  • Telephone Number
  • Birthday
  • Government
  • Issued ID (you’ll need to entrust your id to us for 3 days in order for us to register your business at DTI)

Registration of a Representative Office in the Philippines

One of the business structures that a foreign corporation can establish in the Philippines is a Representative Office. This type of company formation can only undertake information dissemination, promote the parent company’s products, and provide quality control of the products. It cannot generate revenue in the Philippines and can only deal with the clients of its parent company. One of the requirements in securing a license to do business as a representative office is a proof of initial inward remittance in the amount of US$30,000.00. Every year thereafter, the head office must remit the same amount of US$30,000.00 to cover operating expenses of the representative office.

 

THE REQUIREMENTS

Aside from the proof of inward remittance, the other requirements for the registration of a representative office in the Philippines are as follows:

 

  • SEC FORM F-104
  • NAME VERIFICATION SLIP
  • Authenticated Financial Statements of a date not exceeding one (1) year immediately prior to the application certified by an independent CPA from the home country.
  • Authenticated Articles of Incorporation
  • Registration Data Sheet
  • Affidavit of Solvency
  • Authenticated Copy of the Board Resolution authorizing the establishment of the office, designating the resident agent, and stipulating that in the absence of the agent summons and other legal processes may be served to the SEC.
  • Resident Agent’s Acceptance of Appointment (this is not necessary if the resident agent is the one who will sign the application form).

AFTER THE SEC ISSUES THE CERTIFICATE OF REGISTRATION, THE REGISTRATION WITH THE FOLLOWING GOVERNMENT AGENCIES MUST BE DONE CHRONOLOGICALLY.

  •  
  • BIR
  • SSS
  • PHILHEALTH
  • MAYOR’S PERMIT

Governing Law

Corporate governance and housekeeping is vital to the success of any business enterprise.

The administration, maintenance, and filing of corporate records are crucial to every commercial entity.

Our legal partners possess adequate understanding of the legal and regulatory requirements necessary for the client’s business, such as the record-keeping and maintenance of your Stock & Transfer Books, and compliance with the reportorial requirements of the difference government agencies such as the Securities and Exchange Commission (SEC), the Department of Trade and Industry (DTI), the Board of Investments (BOI), the Philippine Economic Zone Authority (PEZA) and the like. It is our intention to relieve you with the burden of worrying about corporate compliance, avoid the imposition of fines and penalties and the possible revocation of your business license, so you can be free to focus on the operations of your business.

 

REGISTRATION REQUIREMENT

Partnerships are required to be registered with the Securities and Exchange Commission (SEC). Registration is done by filing the Articles of Partnership with the SEC. The Articles of Partnership set forth all the terms and conditions mutually agreed by the partners thereto.

 

  • Proposed Articles of Partnership
  • Name Verification Slip
  • Bank Certificate of Deposit
  • Alien Certificate of Registration, Special Investors Resident visa or Proof of other types of visa (in case of foreigner)
  • Proof of inward remittance (in case of non-resident aliens)
  • It bears noting that corporations are not allowed by law to become partners in a partnership.

LIABILITY

As a general rule, the liability of partners in a partnership organization is unlimited in the sense that the partnership creditors may run after them for any and all of their assets and property in payment of the partnership debts. Should one of the partners defray all liabilities of the partnership, he is entitled to be reimbursed by the other partners for their respective shares therein.

In the case, however, of limited partnerships, the law allows the limitation of the liability of certain partners to the extent of the amount contributed to the partnership. 

DISSOLUTION

Philippine law allows the dissolution of partnership for any reason, provided such dissolution does not amount to a breach of contract or is prejudicial to third parties. The death of a partner or the unauthorized transfer of ownership of his share in the partnership (in case there is a limitation to this effect) results in the dissolution thereof.

In other words, any change in the composition of the partnership, unless so allowed, will result in the dissolution thereof. Consequently, the remaining partners may form a new partnership with less or more partners.

Contact us

Got questions? Ask away!

“Fernando Lagman & Avenida Law Office is truthful and upholds the Law. The firm ensures its client of the process that is to be undertaken to keep abreast with the merits of there case till its closure.

Maria Elena M. Del Rosario, President
Accesslink Consultancy Services, Inc.

Get in touch with us!

Copyright 2019. Avenida & Diaz Law Office.
Powered by Content Hacker