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Doing Business in the Philippines
Foreign companies doing business in the Philippines by opening an office whether it is a domestic subsidiary, a foreign branch office or a foreign representative office have the requirement to be licensed to do business in the Philippines. This includes registering the business with different government agencies after issuance of the Certificate of Incorporation.
Requirements for incorporating a company in the Philippines:
A corporation in the Philippines requires at least 5 incorporators and 5 directors. 3 of the directors must be residents of the Philippines. The corporate secretary must be a Filipino citizen and resident of the Philippines.
Philippine law restricts the operations of certain kinds of business by foreigners or the percentage of ownership by foreigners. Foreign Negative List A & List B.
1 - Verification and reservation of the corporate name: the SEC will check if the name is not already taken or too similar to the name of an existing business. If the name is available the SEC will issue a Name Verification Slip reserving the name for 30 days. The verification slip may be renewed for additional 30 day periods.
2 - Registration Data Sheet: This form contains information of the Capital Structure of the company, names, nationalities and other details of the: incorporators, stockholders, directors, officers.
3 - Written Undertaking to Change Corporate Name: In the case an opposition to the use of the name happens the incorporators agree to change the name.
4 - Deed of Assignment: In the case where property is contributed to the capital a deed of assignment is required from the stockholder who is the owner in favor of the corporation. If the contribution consists of a parcel of land or a building the must be submitted to the Registrar of Deeds for registration along with the OCT/TCT numbers, registered owner, , lot and block number, area, location and encumbrances, if any
5 - Treasurer's Affidavit: This is an affidavit executed by the Treasurer In Trust attesting that the capital has been received by him and allowing the SEC and the Bangko Sentral to examine and verify the deposit of capital. , lot and block number, area, location and encumbrances, if any
6 – Bank Certificate of Deposit: Attestation by the bank that the capital was deposited. Banks require a board resolution allowing the Treasurer In Trust to open the account.
7 - Articles of Incorporation and Bylaws: The drafting of the Articles of Incorporation and the By-laws, should be done with the help of your lawyer to ensure the best corporate structure.
Certain kinds of corporations will need the endorsement of other government agencies.
Companies may also register with PEZA and BOI to take advantage of tax incentives offerd by the Philippines.
Comments
Dear sir,
I’m a european citizen and i want to invest in the philippines i found a filippino citizen as a socio 60%-40% share respectively,with a capital of more than 50,000 US dollars,the investment consists of buying land to construct an ecotourism spot and for animal raising to attract local and foreign tourists we have already prospect parcel of land at about 4 has. I would like to know how can i transact business and to have an indeterminate visa to stay there.
thank you!
Valter, you may enter the Philippines as a tourist to invest in your business and as long as you regularly renew your visa you may stay up to one year without leaving the country. Once your company is registered with the SEC you may either apply for a work permit, investors visa or quota visa. Your investment should be at least USD 40,000.00.
If my company holds 39% of a corporation in Philippine with paid-in equity capital less than US$200,000, does it falls under item 6 of Negative List B?
Thanks
Evelyn, what kind of business does the company operate.
Trading on PC games. What will be minmum paid-up share capital?
Thanks
dear sir
i am 56 years old and will be retired at 2010 so how can i live in philippine for 3 years.my sons study in silliman university in dumaguete now.
thanks
chehrazi, you may stay as a tourist or apply for permanent residency depending on your nationality or apply for a retirement visa.
how can we apply for a retirement visa? how much is it gonna cost? how long is the visa going to last?
thank you very much!
I have tentatively agreed with a reputable Philippine firm to provide specialized training services, about once a month for a week each. Being paid by an American (or Singaporean) company – what would be the immigration and work permit requirements?
Bert, there are temporary work permits available.
Good Day
I would like to ask in incorporating a company is it possible is our investor will have the biggest share in the company is there a way that the percentage for investment will be higher to the foreign than the local investors? and is there a minimum capital for company investment to run? thank you
Maria, the answer to your question depend on what kind of business you intend to operate. You may use the email form to send the details.
Dear Sir,
We are currently running a building design consultancy and are in the process of opening a branch office in Philippines. We are currently based in UAE and would like to know if there are any agency who can do all the registration process on our behalf and what would be the expenses like since we do not have any local resources for the same.
Thank you.
Mariya, we can assist you in the registration of a branch office. I tried to email you but it bounced. Please call our office to set a meeting or give me another email address.
I have shareholding in a Philippine Corporation and I hold a permanent residency under section 13A. I have been told that I can hold my shareholding as part of the 60% Philippine Portion of the Foreign/Filipino share split.
John, foreigners can only own the portion of a business which the law allows them to own. If the law states 40% then you may own 40% of the business not more.
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