One of the ways for a foreign corporation to start business in the Philippines is to register a branch office. A Philippines branch office may start its operations as soon as the SEC has issued its license to transact business.
SEC Branch Office Registration Process
1 – Name Verification Slip (The SEC will conduct a name search to check if the corporate name has any similitude with a corporation already registered with the SEC).
2 – Authenticated 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
A. For those whose home country requires audited financial statements, the applicant shall submit the audited financial statements (AFS) as of date not exceeding one (1) year immediately prior to the filing of the application;
If the date of the AFS exceeds the one-year requirement, the following shall be submitted:
i. Audited financial statements that are available as of date of filing of the application; and
ii. Unaudited financial statements (UFS) as of date not exceeding one (1) year immediately prior to the filing of the application.
B. For those whose home country does not require audited financial statements, the applicant shall submit the unaudited financial statements (UFS) as of a date not exceeding one (1) year immediately prior to the filing of the application provided that the UFS shall be accompanied by a Certification signed under oath by an officer of a responsible regulatory institution or by the applicant’s legal counsel that the applicant is not required to prepare and submit audited financial statements, with a citation of the law or regulation on which it is based.
The aforementioned AFS and UFS must be signed under oath by the president or any other person authorized by the corporation. No authentication shall be necessary if the signatory to the said financial statements is the same as that in the corporation’s application.
Pursuant to Section 125 of the Corporation Code, the applicant’s financial statements must show that it is solvent and in sound financial condition.
4 – Certified copies of the Articles of Incorporation/By-laws/Partnership/Memorandum and Articles of Association 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.
All documents must be in English and authenticated by the Philippines Embassy/Consulate of the home country.
* Minimum inward remittance of USD 200,000.00 as capital investment. Branches which use advanced technology or employ a minimum of 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 SEC requires that within sixty days from the issuance of the license to transact business in the Philippines a foreign corporation (except foreign banking or Insurance Corporation) is obligated to deposit with the SEC satisfactory securities with an actual market value of P100,000 in order to secure present and future creditors of the licensee in the Philippines. That within six (6) months after each fiscal year of the licensee, the Securities and Exchange Commission shall require the licensee to deposit additional securities equivalent in actual market value to two (2%) percent of the amount by which the licensee’s gross income for that fiscal year exceeds five million (P5,000,000.00) pesos. (Corporation Code of the Philippines Section 126)
We recommend that the inward remittance be registered with the Central Bank of the Philippines, Bangko Sentral ng Pilipinas.
A foreign corporation transacting business 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.
Eligible companies may apply for Philippine tax incentives by registering with the PEZA or BOI.
After the SEC has issued the License to Transact Dayanan Business Consultancy will assist you in obtaining local business permits.
The corporation code of the Philippines in Title XV gives the definition and rights of a foreign corporation in the Philippines to conduct business.