There are a number of reasons why multinational companies or foreign companies set up a branch office or a subsidiary in another country, say a branch office in the Philippines. As the Philippines continues to experience rapid growth and development, significant improvements in infrastructure, internet, literacy, and business opportunities also go hand in hand. Making it attractive for foreign investors and entrepreneurs to set up a branch office or subsidiary in the country.
Establishing a branch office in the Philippines requires following several steps. The process involves the following key points:
The Branch Office must be registered with the SEC. This requires the submission of various documents, such as the following:
a) SEC Application Form No. F-103;
b) A certified and apostilled copy of the parent company’s Board Resolution authorizing the establishment of the branch office and designating a Resident Agent to receive summons and legal proceedings (can be a Philippine resident or a domestic corporation); in the absence of such agent or upon the absence of operations in the Philippines, any summons or legal proceedings may be served on the SEC as if served on the corporation at its head office;
c) The parent company’s most recent audited financial statements, approved by an independent certified public accountant (CPA) and authenticated by the Philippine consulate/embassy. If the financial statements are not required to be audited, a certification from a legal practitioner or certified public accountant in that particular country stating that per rules, the country where the parent company is established does not require an audited financial statement;
d) Certified copies of the parent company’s Articles of Incorporation; Certificate of Inward Remittance and Certificate of Bank Deposit of US$200,000.00, if the Branch Office will be a domestic enterprise or a company whose revenue will mostly come from the Philippines. A lower remittance is allowed if the company is an export based company, subject to the rules of the foreign investment act and the negative list; and
e) Resident Agent appointment acceptance (if the agent is not the signatory of the application form).
A Mayor’s permit is necessary to operate a business in the Philippines. You can obtain the certificate from the City Hall in the locality where the Branch Office will be situated. Several steps are needed to be completed before this certificate is processed.
a) Barangay Clearance: A Barangay clearance is obtained before the barangay to certify that the barangay has no objection as to the proposed line of business in their locality.
b) Zoning Certificate. A Zoning clearance is obtained to certify that the proposed location of the Branch Office complies with local zoning and other requirements. This document can be acquired from the city Hall in the intended office area.
c) Occupancy Certificate. This is a certificate that certifies that the building whereby the Branch Office shall hold office is structurally sound.
d) Fire Certificate. This is a certificate whereby the fire department certifies that the place of business is fire code compliant given the industry or business the branch office wishes to engage in.
e) Other certifications may be required depending on the city where the Branch Office will plan to hold office. Such additional certificates may include, sanitary permit, occupational permit, water potability test, non gaming certificate and the like.
The BIR certificate of Registration verifies that the branch office is registered with the BIR and is authorized to conduct business in the Philippines. This entails submitting relevant documents and registering for tax purposes.
Depending on the nature of the business, additional registrations with other government agencies may be required. If the Branch Office would have employees already then registrations with the SSS, Philhealth, and Pag-ibig are likewise needed.
By following the steps outlined in our article, you’ll be well on your way to establishing a successful branch office in the Philippines. Remember to do thorough research, comply with local regulations, and leverage local expertise to ensure a smooth and successful setup process. Good luck with your new venture!
For assistance when Setting up a Branch Office in the Philippines, contact FilePino to give you guidance and assistance.
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