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Business Consultant

Company Registration in the Philippines

Registering a business in the Philippines has become easier with the recent reforms initiated by the Securities and Exchange Commission (SEC) and other participating government agencies.

Businesses in the Philippines may be structured as any of the following:

  • Corporation – must have at least five and at most 15 incorporators, each holding one share of stock

  • Partnership – consists of two or more partners, with limited or unlimited liability for the company’s assets, debts and obligations

  • Sole proprietorship – owned by a single person with full liability for the company’s assets, debts and obligations

Sole proprietorships are registered with the Department of Trade and Industry (DTI) while partnerships and corporations are registered with the Securities and Exchange Commission.

Foreign ownership

A business may have up to 100% foreign ownership, regardless of business structure, if it is engaged in activities not covered by the Foreign Investment Act (FIA) Negative Lists A& B.

Foreign ownership of domestic companies, or those organized under Philippine laws, are allowed up to a maximum of 40%, with a minimum paid-in capital of only P5,000. Foreign ownership can be more than 40%, however, if one of the following conditions are met:

  • Minimum foreign investment of US$200,000

  • Minimum foreign investment of US$100,000 if the business involves the use of advance technology (as certified by the Department of Science and Technology) and employs at least 50 persons

  • Corporations and other business types may have more than 40% foreign ownership with a minimum paid-in capital of only P5,000, if at least 60% of the business’s output is exported

Corporations formed under foreign laws are required to show certificates of initial inward remittances, as follows:

  • For branch offices – US$100,000 to US$200,000 (unless the company exports 60% of its output)

  • Representative office – US$30,000

  • Regional headquarters – US$50,000

  • Regional operating headquarters – US$200,000

Registration process

Here’s a step-by-step guide to registering businesses of various structures in the Philippines:

For domestic corporations and partnerships:

1. Reserve your company name through the SEC website or at the SEC office, and pay the reservation fee at the SEC office.

2. Prepare documentary requirements and have them notarized.

3. Submit the following documents to the SEC for registration. Note that registration may be done online but fees have to be paid at the SEC office.

  • Company name verification notice

  • Articles of Incorporation (AI) or Partnership (AP)

  • Corporation/Partnership By-Laws

  • Treasurer’s Affidavit (for corporations)

  • Joint affidavit by two incorporators to change the corporation’s name if needed (not required if already stipulated in the AI)

  • Required clearance or endorsement from other agencies

  • Cover Letter

4. Obtain the necessary permits, certificates and clearances, including:

  • Barangay clearance

  • Community Tax Certificate

  • Permit to operate from the Business Permits and Licensing Office

  • Certificate of Registration and Tax Information Number from the Bureau of Internal Revenue

  • SSS, PhilHealth. and Pag-IBIG registration

The procedure for registering foreign corporations with the SEC is similar to domestic corporations, but the documentary requirements are different, as listed below:

For branch and representative offices:

  • Name verification slip

  • Accomplished SEC application form

  • Authenticated copy of Board Resolution authorizing the establishment of the Philippine office, and designating a resident agent who can receive summons that may be served by the SEC and any other authorized Philippine body

  • Financial statements covering one year before the application, certified by an independent CPA of the home country and authenticated before the Philippine consulate/embassy

  • Authenticated copies of Articles of Incorporation with an English translation if in a language other than English

  • Proof of the required inward remittance

  • Resident Agent’s acceptance of appointment, unless the Resident Agent is the signatory in the application form

For regional headquarters/regional operating headquarters:

  • Name verification slip

  • Authenticated certification that the company is engaged in international trade in the Asia-Pacific region andother foreign markets

  • Authenticated certification from the parent company’s Board of Directors or governing body, authorizing the establishment of the regional headquarters in the Philippines

  • Board of Investments endorsement of approval for the regional headquarters

For sole proprietorships:

The documentary requirements for sole proprietorships are different for Filipino and non-Filipino business owners. Foreign investors may have to undergo an interview with a DTI representative, and present a special visa and/or proof of residency, as well as a notarized appointment of a Filipino agent and proof of inward remittance.

How we can help

We can help you in all areas of organizing and registering your business, including:

  • Choosing the best structure for your company

  • Preparing all documentary requirements

  • Processing the application with the SEC or DTI

  • Securing all needed business licenses, certificates and permits

All registration applications are hand delivered to the appropriate agencies to ensure that we avoid problems like lost or late deliveries. We will also keep you up to date on the progress of your application throughout the entire process.

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