Company Registration

Company Registration in the Philippines

Our corporate and tax lawyers specialize in company registration for foreign companies registering businesses in the Philippines.  We will carefully assess your future business in the Philippines and determine which company formation is best for you. We will assist with formation procedure, planning, and registration with the relevant government agencies such as the Philippines SEC, DTI, BIR, PEZA, BOI and other Philippines government agencies.

Type of Company Registration 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
  • Regional Headquarters (RHQ)
  • Regional Operating Headquarters (ROHQ)

Implementation of the following for Company Registration

  • Determine investment vehicle
  • Determine paid up capital
  • Open local bank account
  • Register and secure company name with SEC or DTI
  • Draft Articles of Incorporation and By-Laws
  • Process documents with SEC, BOI, PEZA, BIR, SSS, etc
  • Process Mayor’s Permit and Business Permit

Domestic Corporation vs Branch Registration

Foreign investors usually register and start a business in the Philippines through a Domestic corporation or a Branch Office. These are the most common types of companies registered for foreign businesses in the Philippines.  Using either entity has its advantages and disadvantages. Corporations are more favorable in terms of administrative regulation. Branches, which may be more advantageous tax-wise, 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.

If the company is exporting goods or services or generating revenue from abroad amounting to more than 60% of its gross sales it can be fully foreign owned, as it is considered an Export Enterprise under the Foreign Investments Act.  Both branch and domestic corporation options can be registered with as little as P5,000 paid up capital.  However, most banks require rougly P50,000 to open a corporate bank account. The company would NOT have to remit the $200,000 to be fully foreign owned.

Domestic Corporation (Subsidiary) Company Registration in the Philippines

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.

Branch Office Company Registration in the Philippines

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.

Registering 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 of $200,000 or $100,000. 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.

Formation of Foreign Owned Companies

Incentives Program Registration