CSA will carefully assess your future business in the Philippines and determine the investment vehicle best for you and your company. We will assist with formation procedure, planning, and registration with the relevant government agencies such as the Philippines SEC, DTI, BIR and other Philippines government agencies . Incentives such as income tax holidays and special tax regimes are available to foreign investment in activities that significantly contribute to national industrialization and socio-economic development, and in export-oriented enterprises. Eligible businesses may then register their businesses with other Philippines government agencies such as PEZA and BOI .
CSA assist in determining type of company to register in the Philippines:
• 100% fully foreign owned Branch Office
• 100% fully foreign owned Representative Office
• 100% fully foreign owned domestic corporation (subsidiary)
• 60/40 owned domestic corporation
CSA will perform the following for foreign, outsourcing and BPO companies:
• Determine company (Foreign Branch, Foreign or 60/40 Domestic Corporation)
• Determine Capital Requirement
• Open local bank account
• Register and secure company name with SEC or DTI
• Identify Shareholders, Directors, Nominees and Incorporators
• Draft Articles of Incorporation and By-Laws
• Process documents with SEC, BOI, PEZA, BIR, SSS, etc
• Process Mayor's Permit and Business Permit
Philippines SEC - Securities & Exchange Commission
Foreign investors usually start and do business in the Philippines through a Domestic corporation or a Branch. Using either entity has its advantages and disadvantages. Corporations are more favorable in terms of administrative regulation. Branches, which may be more advantageous taxwise, cannot be used if the activities to be undertaken are included in the Foreign Investment Negative list . Corporations on the other hand, can accommodate the necessary Philippine ownership.
Forming or registering a corporation requires a minimum of 5 incorporators, each of whom must be actual persons and hold at least a single share in the company. Majority of the incorporators must be Filipino. A Corporation must have between 5 and 15 directors (or trustees if a non-stock corporation), each of whom must have at least one share of stock. A majority of the directors (or trustees) must be Philippine residents. All Domestic Corporations (those incorporated in the Philippines) obtain their license from and are registered with the Securities and Exchange Commission. The SEC will require a prospective Corporation to reserve and register a name, submit proposed Articles of Incorporation and By-Laws which are complaint with the requirements of the Corporation Code of the Philippines, and prove that it has the minimum capitalization requirements pertaining to the industry or business the corporation is engaged in. Under the Foreign Investment Act , the minimum paid-up capital requirement for a corporation considered a Domestic Market Enterprise (DME) or one where the foreign equity exceeds 40% is US$200,000, which must be remitted into the Philippines. The registration requirements do not apply to DMEs that are export-oriented or involve advance technology and will employ at least 50 employees.
A Branch of a Foreign Corporation doing business in the Philippines must obtain a license to do so from the SEC upon registration. The foreign corporation's head office must prove its legal existence in its country of origin, its financial soundness, and its authorization to set up a branch in the Philippines. The Branch will need to appoint a resident agent in the Philippines who will be in charge of receiving summons and legal processes. This allows the SEC and other entities to obtain jurisdiction over the foreign company.
Starting and setting up a branch normally involves remitting US$200,000 as capital investment when registering a company with the SEC in the Philippines. Branches engaged in activities involving advance technology, or that employ at least 50 direct employees, are required to inwardly remit a reduced amount of US$100,000 as assigned capital. Export-oriented branches are not subject to minimum assigned capitalization requirements. Special rules apply for certain types of branch operations. It is advisable for companies to register their remittance with Central Bank of the Philippines or Bangko Sentral ng Pilipinas and obtain a BSRD .
The failure of a foreign corporation to obtain a license to do business will prevent the entity from filing suit in the Philippine courts. The issuance of a certificate of incorporation from the SEC signifies the commencement of corporate existence and juridical personality for a company.
Before commencing operations in the Philippines, businesses must also register with the Bureau of Internal Revenue (BIR), the Social Security System (SSS), the Home Development Mutual Fund (HDMF), the Philippine Health Insurance Corporation (Phil-Health) , and the local government unit where its principal office will be located.
SEC & Other Government Fees for Registation
DTI - Department of Trade Industry
An Individual may choose to operate a business as the sole beneficial owner of the business. This is common in small retail trade operations or independent contractors of services. A Single Proprietorship must register with the BIR and they must also register their business name with the DTI through the Bureau of Trade Regulation and Consumer Protection.
BIR - Bureau of Internal Revenue
All persons subject for internal revenue taxes are required to obtain a Taxpayer Identification Number (TIN) and register and keep books of account. Persons with gross sales or receipt exceeding P150,000 in any quarter must submit audited financial statements with their tax returns. The SEC requires stock corporations with paid-up capital of at least P50,000 upon registration, including branches of foreign corporations, to file the report of an independent certified public accountant (CPA) on their financial statements.
Registration of Foreign Owned Company
• Register BPO, KPO, Outsourcing or Backoffice Company
• Register Call Center Company
• Register IT, Software or Web Development Company
• Register Animation Development or Design Company
• Register Engineering Company Company
• Register Import, Export or Trading Company
• Register Manpower Recruitment Company
• Register Mining Company
• Register Energy Company (Windmill, Solar, etc)
• Register Shelf Corporation
PEZA - Philippine Economic Zone Authority
BOI - Board of Investments