Register a Branch Office in the Philippines
A branch office is considered an extension of a foreign head office or a foreign corporation. It has no distinct personality from the head office and as such, liabilities incurred by the branch office extend to the foreign head office. A Philippine branch can engage in income generating activities and only requires appointment of a resident agent. A resident agent must be a resident of the Philippines but not necessarily a Philippine citizen. If a foreign national is to be the resident agent of a branch office, he/she should have a valid Philippine visa, which entitles the holder, at the time of its issuance, to stay in the Philippines continuously for at-least one year.
The required capital investment to be remitted in setting up a branch is US$200,000 which is one of the major requirements of the SEC upon application for registration. Under the Foreign Investment Act, a branch office can be fully foreign owned if it will be exporting physical goods or services or generate revenue from abroad amounting to 60% of its gross sales. This can be registered with as little as P5,000 paid up capital. However, most banks in the Philippines require a higher deposit ranging from P25,000 – P50,000 to open a corporate bank account.
Setting-up a branch office requires the head office to submit documentary requirements to prove its existence in the country of origin. It also has to obtain a license from the Securities and Exchange Commission (SEC) to do business in the Philippines. The requirements in registering a branch office with the SEC are as follows:
- SEC Application Form No. F-103
- Name Verification Slip (may be secured online)
- Authenticated copies of the following:
- Authorization of the incorporation of a branch office in the Philippines
- Financial Statements of the head office not exceeding one (1) year prior to the date of application, certified by an independent CPA from the country of the head office and authenticated before the Philippine Consulate/Embassy
- A designated resident agent authorized to receive summons and other legal processes that may be served by the Philippine government to the foreign corporation which shall also state that in the absence of the resident agent or if said corporation ceases to transact business in the Philippines, any summons or legal proceedings may be served to the SEC as if the same is made upon the corporation at its home office
- Certified copies of the Articles of Incorporation/Partnership, translated in English if in a foreign language
- Proof of Inward Remittance such as a bank certificate
- Resident Agent’s acceptance of appointment
- Registration Data Sheet
- Clearance from appropriate government agencies