A foreign corporation, as defined in Section 140 of the Revised Corporation Code is one that is, “formed, organized or existing under laws other than those of the Philippines and whose laws allow Filipino citizens and corporations to do business in its own country or State. It shall have the right to transact business in the Philippines after obtaining a license for that purpose in accordance with this Code and a certificate of authority from the appropriate government agency.”
A foreign corporation must apply for a license to be able to do business in the Philippines following the provisions of Section 142 of the Revised Corporation Code. This includes the submission to the Commission a copy of its articles of incorporation, bylaws, and the application under oath. A certification under oath duly executed by the authorized officials or officials of the jurisdiction of its incorporation shall also be submitted, attesting two things: (1) that the laws of the country or State of the applicant allow Filipino citizens and corporations to do business therein; and (2) that the applicant is an existing corporation in good standing. Likewise, a statement under oath of the president or any other person authorized by the corporation shall also be issued stating that the applicant is solvent and in sound financial condition, setting forth the assets and liabilities of the corporation as of the date not exceeding one (1) year immediately prior to the filing of the application.
To reiterate, for a foreign corporation to be able to acquire primary registration in the Philippines, they must apply with the Securities and Exchange Commission. Note that there is a specific application form depending on what kind of corporation is being registered.
For applications for a branch office, according to the IRR of Republic Act No. 7042 and the Foreign Investment Act of 1991, a branch office of a foreign corporation is defined as one that “carries out the business activities of the head office and derives income from the host country.” The FIA Form 103 or the Application of a Foreign Corporation to establish a Branch Office in the Philippines is used for applications for stock branch offices.
For applications of representative or liaison office, the IRR of Republic Act No. 7042 and the Foreign Investment Act of 1991 defines such as one that “deals directly with the clients of the parent company but does not derive income from the host country and is fully subsidized by its head office. It undertakes activities such as but not limited to information dissemination and promotion of the company’s product as well as quality control of product.” The FIA Form 104 or the Application of a Foreign Corporation to Establish a Representative Office in the Philippines shall be used for applications for stock representative office.
Note that branch and representative offices are also applicable to non-stock foreign corporations. The F-108 or the Application of a Non-Stock Foreign Corporation to Establish a Branch/ Representative Office in the Philippines shall be used for applications for non-stock branch or representative office, including Foundations.
According to RA No. 8756, the regional operating headquarters (ROHQ) is defined as “a foreign business entity which is allowed to derive income in the Philippines by performing qualifying services to its affiliates, subsidiaries or branches in the Philippines, in the Asia-Pacific Region and other foreign markets.” The Application of Multinational Company for Registration and License to Establish a Regional Operating Headquarters in the Philippines is the corresponding form that must be accomplished for this.
In the same RA No. 8756, the regional or area headquarters is defined as “an office whose purpose is to act as an administrative branch of a multinational company engaged in international trade which principally serves as a supervision, communications and coordination center for its subsidiaries, branches or affiliates in the Asia-Pacific Region and other foreign markets and which does not earn or derive income in the Philippines.” The Application of Multinational Company for Registration and License to Establish a Regional or Area Headquarters in the Philippines is the corresponding application form that must be filled out.
Other application forms are also available to registered corporations and partnerships for the following actions:
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