The Philippines is a great place to open a business, especially in key cities, like Manila, Davao, and Cebu, which are hubs for business centers and trade. That said, more and more foreign companies are looking to make their mark in the country.
If you are a foreign corporation owner or manager and you are looking to set up operations in the Pearl of the Orient, tax services in Manila advise that you must go through a series of processes to get your registration. Here is everything, including all the requirements, that you need to be aware of.
Note that to establish a company, you must submit these requirements to the Philippine Securities and Exchange Commission (SEC) to be granted a Certificate of Incorporation. This allows your enterprise to lawfully engage in business in the country.
Required documents for incorporating a stock corporation
Foreign stock corporations include Branch Offices, Representative Offices, Regional Area Headquarters (RHQ), and Regional Operating Headquarters (ROHQ). According to tax and accounting services in the Philippines, the following documents are necessary for you to accomplish:
1. Name Verification Slip – This can be accessed online through the SEC website or physically at the Name Verification Unit at the SEC Office building.
2. Treasurer’s Affidavit
3. Articles of Incorporation and By-Laws
4. Written Undertaking to Change the Corporate name by a Director or by an Incorporator
5. Notarized Bank Certificate of Deposit – This must be notarized in the place where the bank is located
6. Foreign Investment Application Form F-100 for subsidiaries of foreign corporations
7. Endorsement clearance from other government agencies if the company is set to engage in regulated industries requiring approval from the appropriate Philippine Departments and Bureaus.
8. Proof of Inward Remittance by Non-Resident Aliens or Subscribers
Noteworthy, this process is to be undertaken by businesses yet to be incorporated. Foreign companies that have been incorporated in their country of origin no longer need to undergo this process and may proceed with securing a License to Operate from the SEC. If you need assistance, get expert help from reputable accounting services in the Philippines.
Requirements for a foreign corporation to obtain a license to operate
You must be licensed to operate in the country or super repercussions. Expert tax and accounting services in the Philippines say you must abide by the following requirements:
1. Foreign investment Application Forms
– Form F-103 for Branch Offices
– Form F-104 for Representative Offices
– Form F-108 for Branches or Representative offices of Non-Stock Foreign Corporations
– Application forms for RHQ or ROHQ
2. Authenticated Board Resolution authorizing the establishment of an office in the Philippines
3. Proof of Inward Remittance by the mother company except in the cases of Branches or Representative Offices of Non-Stock Foreign Corporations.
4. Most recent financial statements certified by an independent Certified Public Accountant in the country of origin and authentication by the Philippine embassy or consulate
5. Certified Copies of Articles of Incorporation and By-laws of the parent company in the country of origin
6. Acceptance of Appointment of Resident Agent – only in cases when the agent is not the signatory of the application form
7. Affidavit stating the foreign corporation is solvent and in the good financial condition issued by the President or Resident Agent
8. Authenticated Certification that the foreign corporation is legally engaged in foreign trade with affiliates, branches, and subsidiaries.
9. Authenticated Certification from the main/principal office of the foreign entity authorized by the Board of Directors or an equivalent governing body to establish RHQ or ROHQ in the Philippines – only for RHQ and ROHQ
In addition to requirements for incorporation and licensing to operate, you must be aware of the capital requirements. There exist minimum capital requirements for different industries. These vary from one industry to the next, and the comprehensive list of minimum paid-in capital for each industry can be viewed on the SEC’s website.
In addition to capital requirements, it is important to understand the limitations imposed on foreign corporations, such as maximum allowable foreign ownership. This is also called the Foreign Investment Negative List, and may also be viewed on the SEC’s website. Generally, foreign companies are not allowed to engage in the business of owning utilities and may own only up to 40 percent of critical infrastructure, like TelCos, Airlines, Railways, Subways, and Domestic Shipping.
All of these can be overwhelming and time consuming. To facilitate the process, contact our team. Our firm provides expert accounting services in Pasig. We can help you secure the correct documents and file the corresponding forms to appropriate government offices. Let’s get your foreign business up and running to earn profits in no time.