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Philippines Foreign Corporation Branch Office

Posted by Dave on Wednesday, February 11th, 2009

A branch office of a foreign corporation may start transacting business in the Philippines once it has been licensed by the SEC.

The corporation code of the Philippines in Title XV gives the definition and rights of a foreign corporation in the Philippines to conduct business.

Required documents needed to apply for a license to operate a foreign branch office:

1 – Name Verification Slip (A name search will be done at the SEC to determine if the corporate name has any similarity with an existing corporation already registered with the SEC).

2 – Certified copy of Board resolution authorizing the establishment of an office in the Philippines: designating the resident agent to whom summons and other legal processes may be served in behalf of the foreign corporation and stipulating that in the absence of such agent or upon cessation of its business in the Philippines, any summon of legal processes may be served to SEC as if the same is made upon the corporation at its home office.

3 – Financial statements for the immediately proceeding year at the time of filing the application, certified by an independent Certified Public Accountant of the home country.

4 – Certified copies of the Articles of Incorporation/By-laws/Partnership with an English translation thereof if in a foreign language.

5 – Proof of Inward Remittance such as bank certificate of inward remittance or credit advices.

6 – Resident Agent’s acceptance of appointment (not necessary if agent is the signatory in the application form.

7 – Copy of passports, names and addresses of the present Corporate Directors and Officers with English translation.

The foreign corporation must make an inward remittance of USD 200,000.00 as capital investment. Branches which use advanced technology or employ at least 50 direct employees may be allowed a reduced paid-in capital of USD 100,000.00. Companies which export more than 60% of their products or services may apply for an exemption.

The capital remittance should be registered with the Central Bank of the Philippines, Bangko Sentral ng Pilipinas.

A foreign corporation operating in the Philippines without having been licensed by the SEC does not have the right to file any action, suit or proceedings in Philippine courts of law.

Philippine tax incentives may be available by registering with the PEZA or BOI.

Comments

“Companies which export more than 60% of their products or services may apply for an exemption.”

The business is a KPO and is a 100% exportation of services. What could be the minimum probable inward remittance if granted an exemption from govt requirements.

Henry, Php 100,000.00 contact us if you need help incorporating your KPO.

By ronella b. concepcion on February 5th, 2010 at 8:49 pm

may i be clarified. under SEC Form No. F-103, it is noted that the minimum capitalization for foreign corp. which shall operate as export market enterprise is P5,000.00.
The form was just obtained recently.
The Foreign Corporation to be established shall be for manufacture and assembly of cable wires. All produce of the corp. shall be exported.
Kindly advise me as regards the capitalization requirement.
Thanks a lot

Ronella, even though the Corporation Code of the Philippine states that a corporation may be setup with Php 5,000.00 capitalization, the SEC policies do not allow an incorporation with less than Php 100,000.00 paid-in capital.

By Clare Alisago on March 8th, 2010 at 9:39 pm

May I know if a branch office can do some trading business?

Claire, yes it may.

if 60% Filipino-40% foreign-owned, is considered a Filipino corporation;

can I know how is the % of ownership calcualted? by number of person or by number of shares?

Sandra, the percentage is by number of shares.

Does the rule of 5 to 15 Incorporators applicable to export business enterprise?

Can an export business enterprise be owned by 1 shareholder?

Sandra, all corporations must have at least 5 incorporators it does not what kind of business the corporation operates.

By Alejandro on April 23rd, 2010 at 4:46 pm

I would like to know if you can start establishing your business before all the registrations have been finalized?

Also, how long does the whole process of registering a business and obtaining all necessary licences take?

Alejandro, you can not do any actual transactions until the business is registered. How long will it take to register, will depend if it is a corporation, sole proprietorship etc… but count around 2 to 3 weeks.

Hi,

I would like to know if SEC requires two years of financial statements to foreign corporations, who are planning to establish a branch office in the Philippines. My company, established on August 2009, has a financial statement for 2009. When talking to a consultant, I was told we need two years of financial statements. I’m confused. Do we also need to have board resolutions, by-laws, financial statements, be authenticated by Philippine embassy?

Lisa, I tried sending you an email, but the email address you gave is not valid.

By Alys Santelices on August 20th, 2010 at 2:41 pm

Hi,
We are virtual staffing company based in foreign country. We hire Home based Web Devs, Graphic designers, Telemarketers to work for our clients all over the world. I suggested to my foreigner employer to set up a monitoring office to house our home based VAs for easy monitoring. We intend to register the single proprietor company but we cant afford the required capitalization. As BPO company, what is the easiest way to register and legalize our operation here?

Alys, the best way is to incorporate a company. The required capitalization for a BPO is Php 100,000.00.

My question is if a US citizen wants to open a branch office but he will provide legal services (i,.e. advice on foreign immigration), does he/she still needs 200K capital??? to set up a branch office??
Thanks

Jason, A US citizen may not offer legal advice in the Philippines, but he may offer immigration consultancy. Yes, the US$ 200k paid-in is required to set-up the branch.

Hi,
I have a dual citizenship and have a clothing design business-an LLC registered in Texas.I want to open a store in the Philippines under this same label and do the production of the garments there.Can I just register this as a branch office there or do I have to form a corporation in the Philippines?

Carol, you could open a branch office for the production. An American branch office cannot operate a retail store as it is of foreign nationality.

How does this proof of remitance work? Can I just open an account directly in a bank then obtain a bank certificate if I plan to open a branch office? Do you have a residence agent appointment template?

Vic, most banks require that you show them all the documents pertaining to the setting up of the branch office and then open an account for you. There are many documents needed not just a resident agent’s appointment letter.

We intend to incorporate a BPO company with the 100K Pesos inward remittance. Question, what will be the implication of this set up as far as income taxes are concerned? If there will be any, upon which shall i be based? on remittances?

Carlo, income tax is calculated on your profit. Mayor’s permit and BIR registration are based on authorized capital.

my boss want to open a small company in philippines,, but the problem $250,000 capital is very big,,pls advise us,, and also one of his problem is getting a visa in philippines,, pls advise us what is the best and easiet way to solve our problem,, thank you

Marie, it really depends on what ind of business you intend to operate.

we are a recently-incorporated offshore trading company. since majority of the owners are Filipinos, we want to set up the principal office in Manila. will our office be under the jurisdiction of its foreign roots or will we be governed by domestic laws?

Fran, if you setup a domestic corporation everything falls under Philippine law. If you open a branch office the parent company will be under foreign law and the branch under Philippine law.

Greetings. I would like to ask if you are aware on how we could run a part time British post graduate program here. Could we run it without a license? Many thanks.

Joy, you will need to be accredited by the Department of Education.

 

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