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.