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Philippines Foreign Corporation Branch Office
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.
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.
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.
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.
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