Philippines ROHQ Regional Operating Headquarters Registration

ROHQ Philippines Regional Operating Headquarters

A ROHQ can only be established and run by a multinational corporation, which has subsidiaries, branches, affiliates and clients in the Asia-Pacific Region and other foreign markets and as long as they exist under laws other than those of the Philippines.

 

A ROHQ may engage in any of the following qualifying services to its affiliates, subsidiaries and branches in the Philippines:

– General administration and planning
– Business planning and coordination
– Sourcing/procurement of raw materials components
– Corporate finance advisory services
– Marketing control and sales promotion
– Training and personnel management
– Logistics services
– Research and development services and product development
– Technical support and maintenance
– Data processing and communications
– Business development

An ROHQ is allowed to derive income in the Philippines by delivering the above mentioned services.

ROHQ is allowed to offer qualifying services only to its affiliates, branches, or subsidiaries as declared in its registration with the Philippines Securities and Exchange Commission (SEC). It is not allowed to directly or indirectly engage in the sale and distribution of goods and services whether on behalf of their mother company, branches, affiliates, subsidiaries, or any other company

Philippines ROHQ  Regional Operating Headquarters  Registration

ROHQ Capitalization Requirements:

The ROHQ must remit into the country within 30 days from the receipt of the Certificate of Registration with SEC not be less than US$200,000 or its equivalent in other currencies. This should be evidenced by a Bank Certificate of Inward Remittance.

A local agent is mandatory.

Documentary Requirements for Philippines RHOQ (Regional Operating Headquarters) registration:

– Name Verification Slip issued by the SEC

– Certification by the Philippine Consulate/Embassy or the Philippine Commercial Office or from the equivalent office of the Philippines Department of Trade and Industry (DTI) in the applicant’s home country that said foreign firm is an entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia PaScific and other foreign markets; in case the certification is issued by the equivalent of the Philippine DTI, the same shall be authenticated by the Philippines Consulate/Embassy

– A certificate from principal officer of the foreign entity that the said foreign entity has been authorized by its board of directors or governing body to establish its regional or area headquarters in the Philippines

– Endorsement by the Board of Investments (BOI).
ROHQs of banking and financial institutions are also required to secure licenses from the Securities and Exchange Commission and the Bangko Sentral ng Pilipinas, upon the favorable recommendation of the Board of Investments.

– Bank certificate: Proof of inward remittance of USD200,000

Tax Incentives for Philippines ROHQ

  • Exemption from all kinds of local taxes, fees or charges imposed by a local government unit, except real property tax on land improvements and equipment.
  • Tax and duty free importation of equipment and materials for training and conferences needed and solely used for the RHQ functions, and which are not locally available, subject to prior BOI approval.
    • Equipment disposed of within 2 years after importation subject to payment of taxes and duties
  • Importation of brand new motor vehicle but subject to payment of taxes and duties.
  • Note: ROHQ’s are subject to 12% VAT, 10% corporate income tax and 15% branch office profit remittance when profit remitted to parent company

For Expats and Filipinos

Withholding tax of 15% on compensation applicable to foreign executives holding managerial and technical positions. (Revenue Regulation 11-2010)*

Non Fiscal Incentives for Expats

  • Special Multiple Entry Visa
    • Expatriates, including spouse and unmarried children below 21 years old will be issued this type of visa
    • Multiple entry visa will be processed within 72 hours from submission of documents to the Bureau of Immigration
    • Valid three (3) years extendible for another three (3) years
    • Exempt from securing Alien Certificate of Registration (ACR) from the Department of Labor and Employment (DOLE)
  • Tax and duty-free importation of used household goods and personal effects
  • Travel tax exemption
    • Personnel and their dependents

Other business entities which may be 100% foreign owned are RHQ, branch offices, representative offices and Domestic Corporations. Contact DBC now for more information on Philippines Regional Operating Headquarters or ROHQ and Philippines Business Registration.

Philippines Incorporation

Philippines Incorporation (Subsidiary or Domestic Corporation)

The SEC is the government agency which supervises incorporation in the Philippines. The Philippines incorporation process is done as follows:

Corporate Name

Reservation of corporate name with SEC. (a name can be reserved for up to 3 months)

Articles of Incorporation

Preparation of Corporate Articles of Incorporation and Bylaws.

Treasurer’s Affidavit

Secure Treasurer’s Affidavit and attach to the documents.

Submission SEC F-100 form

Companies with more than 40% Foreign Ownership must also submit SEC Form F-100.

Submit All Requirements

Submission of all the above documents to SEC for Registration

Finish

Wait until they process your documents and application

SEC registration fees will depend on the amount of authorized capital. There will also be notarial fees. Certain kinds of business are required to have a minimum paid-in capital as specified by the laws regulating those businesses. Foreign business ownership is regulated by the Regular Foreign Investment Negative list.

It usually takes one to two weeks for the SEC to issue the Certificate of Incorporation from the time all the required documents are submitted.

Once the Certificate of Incorporation has been issued the corporation will be required to obtain local business permits (Mayor’s Permit and Barangay Clearance), register with the Bureau of Internal Revenue and other government agencies SSS, PhilHealth and HDMF.

DBC with the assistance of its legal team will prepare the Articles of Incorporation and Bylaws of your corporation based on the requirements of your business. Take note there exist restrictions on foreign ownership which may affect how many shares you may own and the amount of minimum paid-in capital. Business Process Outsourcing is considered an export enterprise which may be 100% foreign owned and may avail of tax incentives from the BOI or PEZA.

Certain kinds of business need additional endorsements and licenses from Philippines government agencies.

Government licensing bureaus:

  • Bureau of Food and Drugs
  • Bureau of Customs
  • Department of Labor and Employment
  • Department of Environment and Natural Resources

BPO Philippines BOI Registration

Tax incentives offered by the BOI to BPOs are another enticement to register a business in the Philippines. The Philippine government allows Business Process Outsourcing companies to file an application with the Board of Investments to register for tax incentives.

Multiple tax and non tax incentives are given to businesses in the IT / BPO sector. The major benefits are a four year income tax holiday (normal corporate income tax is 30%), exemption from 12% VAT, duty free importation of capital equipment and special visas for foreign employees.

BOI registration is comparable to dealing with any other Philippines government agency.

BPO Philippines BOI Registration

BPO’s in general qualify for BOI incentives. Only a domestic corporation may apply for incentives, a foreign branch office may not register with the Board of Investments. If the proposed activity is not listed in the BOI Investment Priority Plans (IPP), the main prerequisite is that the applicant export at least 50% of their products/services if Filipino owned and export at least 70% if foreign owned. Call centers and other IT related outsourcing business are required to invest a minimum of USD 2,500.00 per seat. As any BPO consultant knows, USD 2,500 is a small amount once you start adding up what is needed for an IT startup.

Documents to be Submitted to the BOI

1. Properly accomplished Application Form

2. Project Study/Project Report

3. Copy of the DTI Reg. (for sole proprietor) or SEC Cert. of Reg., Articles of Incorporation/Partnership, and By-laws (for partnerships and corporations)

4. Board Resolution authorizing an officer to transact, execute, and sign in behalf of the applicant enterprise

5. Proof of publication of the “Notice of the filing of Application”

6. AFS and ITR for the past 3 years or for the period the applicant has been in operation if less than 3 years (for existing firms); or Sworn Statement of Assets & Liabilities of Major Stockholders (for new corporations)

7. Other documents that may be required by the specific activity in the IPP

BPO Philippines BOI Registration
BPO Philippines BOI Registration

 BOI Registration Process

1. Checklisting of application document

2. Publication of the NOTICE

2. Official filing

3. Evaluation of application / project

4. Presentation to the ManCom/Board for decision

5. Notify applicant of Board action

6. Compliance with the pre-registration requirements

7. Issuance of Certificate of Registration

DBC is here to assist you with BPO, IT outsourcing, call center registration with the BOI. And any other Philippines Business Registration Contact us now

How to Open a Company in the Philippines

There are many options to open a company in the Philippines. Some though can only be used for marketing and export inspection such as a representative office or for regional management RHQ.

We recommend either setting up and registering a branch office or a corporation rather than a partnership or a sole proprietorship. A corporation limits the liability of the shareholders and therefore offers more protection in case of litigation.

How to Open a Company in the Philippines
How to Open a Company in the Philippines

A branch office of a foreign corporation requires many documents from the home country which must be in English and authenticated by the Philippines Embassy in the country of origin. These documents must be submitted to the SEC with an application form for a license to transact business.

A sole proprietorship must be registered with the Department of Trade and Industry (DTI). It can only be foreign owned, if the business that it will operate is allowed to be 100% foreign owned as per the negative list A and B. Another requirement for foreign ownership is a minimum capitalization of USD200,000. The disadvantage is the full liability of its owner.

Reservation of Business Name

No matter what vehicle you will use to start your business in the Philippines the first step is the reservation of the business name with the SEC or DTI. Even though the SEC will issue a certificate of reservation for your chosen name you will still need to prepare an affidavit of undertaking to change name in the event that another entity has prior right to its use by registration with other government agencies.

Once the your desired name has been reserved the next step is to prepare the articles of incorporation or partnership and bylaws for domestic companies and for foreign owned companies you will need to obtain copies of all documents that show proof of existence in the host country as well as audited financial statements in English and authenticated by the Philippines embassy of the country of origin.

Paid-in Capital

Proof of paid-in capital or inward remittance is needed. A treasurer in trust account or a non-resident account must be opened in a bank located in the Philippines who will issue a bank certificate certifying the amount of funds which have been deposited.

With all the above you are now ready to submit your application for a business license with the Philippines SEC.

Though the corporation code of the Philippines allows a minimal capitalization of PHP5,000 we highly recommend that you start with a at least PHP100,000 or higher. A low paid-in capital will hinder your applications for bank loans or obtaining credit from potential suppliers. Certain kinds of businesses may require a higher paid-in capital than others.

Contact DBC now for a consultation on how to open your company in the Philippines and all other Philippines business registration requirements.

Doing Business in the Philippines Made Easy

Dayanan Business Consultancy helps foreign companies get their business up and running in the Philippines.

Besides being known for the hospitality and warmth of its people, the Philippines has a promising culture. A developing country that boasts of fluent English speakers, this country is attracting foreign investors for its industrial competitiveness.

Highlighting how doing business in the Philippines can be advantageous but prone to red tape, Dayanan Business Consultancy or DBC assists individuals and foreign companies of all sizes in setting up their business operations in the Philippines.

Through its website, DayananConsulting.com, DBC guarantees to help customers by preparing business plans and obtaining business permits on their behalf. In addition, DBC can provide services for feasibility studies, business plans and real estate studies and consultancy.

Business Registration Incorporation Philippines SEC

Dayanan Business Consultancy explains that its knowledge of the Philippines’ business environment and government agencies allows its clients to reach objectives quickly. The company commits to personalized service for businesses seeking to establish in the Philippines Foreign Ownership of Corporation, a 100% Foreign Owned Domestic Corporation (subsidiary), Representative Office, Foreign Branch Office, Partnership, Sole Proprietorship or Regional Headquarters.

DBC, as a business consultant in the Philippines, will recommend the best structure for BPO, KPO, Call Center, IT or Web Development Outsourcing, Back Office Operation or Import Export. DayananConsulting.com will also advise businesses on how to register their investments with the Philippine Export Zone Authority or the Board of Investments to obtain tax incentives.

Once the Securities and Exchange Commission has issued a License to Transact or Certificate of Incorporation for a business, DayananConsulting.com will still be there to help get local business permits and licenses and register with other government agencies as may be necessary. Other services that DBC provides include Business Development and Marketing, Business Plans, VISA Processing, Bookkeeping and Payroll. The DBC Team also offers free consultation services.

Benefit from Dayanan Business Consulting services to register and obtain Philippine business permits quickly and professionally. Check out https://www.dayananconsulting.com now and learn how business can start operating in the country in no time.

About: Dayanan business consultancy helps foreign companies get their business up and running in the Philippines. They can help customer obtaining business permits and prepares business plans. In addition, the company can provide services for feasibility studies, business plans and real estate studies and consultancy.

Company Contact Information
DayananConsulting.com
Public Relations
Unit 12C, Valero Towers 122 Valero St. Salcedo Village, Makati, Philippines
1227
Phone : +639178125014

Philippines BPO KPO Registration Incorporation

Philippines Business Process Outsourcing Registration Incorporation

Starting a Back Office, KPO, Business Process Outsourcing or Call Center in the Philippines requires that you register your operations with the SEC. Outsourcing is deemed an export business and can be one hundred percent (100%) foreign owned (Fully Foreign Owned Domestic Corporation). To qualify as an export oriented enterprise at least 70% of its products/services must be exported.

Philippines offers tax incentives for companies providing outsourcing services. The benefits of tax breaks are given to outsourcing business once their application for registration with either PEZA (Philippines Economic Zone Authority) or the BOI (Philippines Board of Investments) has been approved.
The Philippines is recognized as being the leading outsourcing destination for:

• Cartoon 3D Animation
• Call Center (Inbound, Outbound, Chat)
• Website Design and IT Development
• SEO Search Engine Optimization
• Legal Process Outsourcing
• KPO (Knowledge Process Outsourcing)
• BPO (Business Process Outsourcing)
• Architecture (Cad Cam)
• Computer Programming
• Data Entry
• Human Resources (HR)
• Financial & Accounting Outsourcing
• Medical Transcription
• Virtual Assistants

Filipinos are well educated and speak excellent English with minimal accent. By setting up an outsourcing company for others or your own back office operation in the Philippines you will benefit from a highly trainable workforce at salaries which will give you considerable savings.

Dayanan Business Consultancy is at your service to recommend the best corporate structure for your operations in the Philippines and assist with the registration of your company with the appropriate government authorities to avail of tax incentives.

Philippines Incorporation

Philippine Branch Office

Representative Office Registration

Philippines Representative Office

The process for obtaining a license to transact business from the Philippines SEC to operate a Foreign Company Representative Office in the Philippines is similar to that of the Foreign Company Branch Office.

The required annual minimal inward remittance of funds for a Foreign Representative Office as working capital is US$ 30,000.00 as opposed to a one time minimum remittance of US$200,000.00 of a Foreign Branch Office as mandated by the SEC regulations. Every year the parent company must remit at least US$ 30,000.00 to cover operating expenses.

A Representative Office of a foreign corporation may not derive income from its operations in the Philippines. All of its operating costs must be covered by transfer of funds from the parent company.  Usual activities allowed are dealing with the clients of the parent company, dissemination of information, promotion of company products and quality control of products for export. It is forbidden to offer services to 3rd parties.

A Representative Office does not pay income taxes as none of its income is derived from the Philippines and is not qualified to apply for tax incentives with the BOI or PEZA authorities.

Dayanan Philippines Business Consultants will assist you with the setup and registration of your business with the relevant government agencies for a quick opening of a representative office in Philippines.

Philippines Representative Office Requirements

1 – Application Form

2 – 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).

3 – Certified copy of the 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 abscence of such or upon cessation of its business in the Philippines, any summons of legal process may be served to SEC as if the same is made upon the corporation at its home office

4 – Audited Financial Statements as of date not exceeding one year immediately prior to the filing of the application certified by an Independent Certified Public Accountant of the home country and authenticated before the Philippines Consulate/Embassy

5 – Certified copies of the Articles of Incorporation/By-laws/Partnership
with an English translation thereof if in a foreign language (not English)

6 – Proof of Inward Remittance such as a bank certificate of inward remittance in the amount of US$30,000.00

7 – Resident Agent’s acceptance of appointment 9not necessary if agent is the signatory in the application form)

All foreign documents must be authenticated by the Philippines Embassy/Consulate of the home country.

Once the SEC has issued a license to operate, the representative office is required to obtain Philippines local business permits and register with the Bureau of Internal Revenue. The representative office may now apply for work permits and visas for its foreign employees.

Branch Office Registration

Philippines Branch Office

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.

Advise when setting up a branch office:

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.

Business Registration in the Philippine

Business Registration in the Philippines

Whether you are a foreign company or an individual, you have multiple options depending on the nature of the business your company intends to operate.

To legally conduct business in the Philippines, your company should be registered with either the DTI or the SEC. Once registered with one of the latter, you will be required to obtain local company business permits.

Certain company structures are a better choice for individuals intending to open a small business. Philippines foreign investors generally may own and control any business within the limits of the Philippine foreign investment negative list.

 

Organized under Philippine Laws

Organized under Foreign Laws

1. Branch Office – is a foreign corporation organized and existing under foreign laws that carries out business activities of the head office and derives income from the Philippines. It is required to remit to the Philippines a minimum of US$200,000 as paid-in capital (this can be reduced depending on the nature of the business) .Registration with the SEC is mandatory.

2. Representative Office – is a foreign corporation organized and existing under foreign laws. It may not derive income from the Philippines and is fully subsidized by its head office. It deals directly with clients of the parent company as it undertakes such activities as information dissemination, acts as a communication center, and promotes company products, as well as quality control of products for export. It is required to have an initial minimum inward remittance in the amount of US$30,000 to cover its operating expenses and must be registered with the SEC

3. Regional Headquarters (RHQs) – An RHQ undertakes activities that shall be limited to acting as supervisory, communication, and coordinating center for its subsidiaries, affiliates, and branches in the Asia-Pacific region. It acts as an administrative branch of a multinational company engaged in international trade. It does not derive income from sources within the Philippines and does not participate in any manner in the management of any subsidiary or branch office it might have in the Philippines. Annual required minimum inward remittance is US$50,000 to cover operating expenses.

4. Regional Operating Headquarters (ROHQs) – An ROHQ performs the following qualifying services to its affiliates, subsidiaries, and branches in the Philippines.
– General administration and planning
– Business planning and coordination
– Sourcing/procurement of raw materials components Corporate finance advisory services
– Marketing control and sales promotion
– Training and personnel management
– Logistic services
– Research and development (R&D) services and product development
– Technical support and communications
– Business development
– Derives income in the Philippines
– Required capital: US$200,000 – one time remittance

Once the entity you have chosen to setup has been licensed to transact business in the Philippines you may apply for work visas. It is necessary to have the appropriate visa to avoid being deported or placed on the immigration blacklist.