HAVE YOU LOST YOUR BIR CERTIFICATE OF REGISTRATION?


lostDid you lose your original BIR form 2303 or the Certificate of Registration (COR)? That you already exerted effort but you can’t find it.   Or your company’s BIR 2303 was caught by fire, flood or natural disaster?  Well, don’t worry, you can always replace the BIR Form 2303 or the BIR Certificate of Registration (COR) by doing the following:

  1. Get a copy of BIR form 1905 (Application for Registration Information Update) and fill out properly.
  2. Prepare a notarized Affidavit (e.g. Affidavit of Loss, if lost).  Much better if you have a photocopy of the BIR Form 2303.  Much much way better if you have the old original certificate for replacement.
  3. Then go to your Revenue District Office (RDO) where your business is registered and submit the accomplished BIR Form 1905 together with the required attachment/s. Please take note that the BIR is already implementing the queuing system.  Thus, get a number and check window / table number for the submission of your application.
  4. The BIR RDO personnel who is assigned for the receiving will advise you to pay the necessary certification fee and documentary stamp tax. This is the time to get and accomplish copy of BIR Form 0605 (Payment Form).
  5. After which, you will be advised to pay the required amount to the any BIR accredited bank/s and the date when the new Certificate of Registration will be released.
  6. Bring the proof of payment or submit before the issuance of the new Certificate of Registration.  But for some RDO, the proof of payment is required prior to accepting the BIR 1905 and Affidavit.  Either way, you should get a receiving copy of your application and the specific date of release of your new BIR Form 2303.

There. Easy.

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De Minimis Benefits Values


deminimis 2De Minimis Benefits are tax exempt.  These benefits were outlined and defined by the Bureau of Internal Revenue (BIR) in the issuance of Revenue Regulation No. 3-98 and several amendments since its adoption such as RR No 8-2000, RR No. 15-2011, RR No. 8-2012, RR No. 1-2015 and the latest issuance as of this writing is RR No. 3-2015.

There are several sites discussing the topic and even the BIR per se. But how much really is the maximum amount of the benefits if we convert these into peso amount  on a monthly or yearly basis?

The table below will give you a guide on the peso amount assuming a Minimum Wage Earner located in NCR or a daily wage of P454.00.deminimis

But then gain in the application of de minimis benefits, its important to note the stated limits.  Further, it is also important to consider policies created by the company such as (1) Sick & Vacation Leave (SLVL) and  (2) Health policy covered by an HMO.  Lastly, it is important as well to finally consider if a company is under a CBA agreement.

Bottom line, De Minimis Benefits were created as employees privileges and these are relatively small in value and non-taxable.

Business Retirement


Small-Business-retirementPlanning to retire your business?  Well, I know its not just as easy as one, two, three.  Yes, it seems like retiring your  business is somewhat require a great deal of effort just like the time you started to open it. But, is it complex and difficult? Nope, and you can do it yourself, in fact, if you  are diligent enough preparing your documentation and the process.

Anyhow, the first step is to apply retirement via your Local Government Unit (City Hall / Municipal Hall) under the Office of City Treasurer.  Here are the requirements for your easy reference.

  1. Duly accomplished retirement application form.  You can secure this from the Office of the City Treasurer Examination Division.  The form must be originally signed by the owner/President or Vice President with Location Map.
  2. Original Tax Bill and Official Receipts  (3 years).
  3. Original Business Permit (latest)
  4. Original Affidavit of Closure with exact effectivity date of closure for Single Proprietorship.  Original Partnership Dissolution with exact effectivity date of closure original signed by all Partners for Partnership.  And for Corporation, original Secretary’s Cerfiticate or Board Resolution on closure of business with exact effectivity date of closure.
  5. Valid ID
  6. Original Barangay Certificatewith exact effectivity date of closure.
  7. BIR Certificate of Registration (Original to be presented & photocopy to be submitted)
  8. Original Certified Breakdown of Sales.
  9. Proof of business payment (Original to be presented & photocopy to be submitted).
  10. Latest Income Tax Return (ITR) with Audited Financial Statements (AFS) on or before closure from the last payment of business operations (Original to be presented & photocopy to be submitted).
  11. VAT / Percentage Tax Returns (Original to be presented & photocopy to be submitted).
  12. Books of Accounts (to be presented upon evaluation /actual inspection and examination).

So there, the complete requirements.

 

 

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2017 STATEMENT OF MANAGEMENT’S RESPONSIBILITY (SMR) FOR SEC


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For those searching for a copy of the latest, year 2016 – 2017,  Statement of Management’s Responsibility (SMR) for the Securities and Exchange Commission (SEC).  Here it is:

 

 


LETTER HEAD OF THE COMPANY


           STATEMENT OF MANAGEMENT’S RESPONSIBILITY

_____________, 2017

The Securities and Exchange Commission
SEC Building
Mandaluyong City, Metro-Manila

The management of (PUT THE NAME OF THE COMPANY HERE) is responsible for the preparation and fair presentation of the financial statements, including the schedules attached therein, for the years ended December 31, 2016 and 2015, in accordance with the prescribed financial reporting framework indicated therein, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s  ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative to do so.

The Board of Directors is responsible for overseeing the Company’s financial reporting process.

The Board of Directors reviews and approves the financial statements including the schedules attached therein, and submits the same to the stockholders.

(PUT THE NAME OF CURRENT CONTRACTED CPA HERE) and (PUT THE NAME OF THE PREVIOUS CPA HERE, IF ANOTHER CPA RENDERED AN OPINION ON THE PREVIOUS FINANCIAL STATEMENTS), the independent auditors, appointed by the stockholders for the period December 31, 2016 and 2015, respectively, have examined the financial statements of the company in accordance with Philippines Standards on Auditing, and in their reports to the stockholders, have expressed their opinion on the fairness of presentation upon completion of such examination.

______________
Chairman of the Board   

______________
Chief Executive Officer

______________
Chief Finance Officer

Business Registration: FAQ


Business RegistrationI’ve been receiving quite a lot of queries on business registration abroad.  Thus, this topic is for those living abroad either Filipino citizen, resident or foreigner who wanted to put up business in the Philippines.

Anyhow, our company helps locals, Filipinos abroad and foreigners to start their business in the Philippines. We take note of your requirements and recommend the best corporate structure to utilize and give you insights on the advantages and disadvantages of the various entities available.

Having problem? Talk to us.  We can help and assist you, please don’t hesitate to contact us. We will be more than glad to hear from you and we will respond to your request as soon as we can.

OUR ADDRESS

University Tower 1
831 Moret Street
1008 Sampaloc
Manila Philippines

Email:  info@bongcorpuz.com

Telephone: +632 618 3144


I am a Filipino living abroad and I would like to setup a company in the Philippines. I intend to sell imported goods to local people. What sort of company structure would suit us best?

Generally, Filipino living abroad or a permanent resident of a foreign land cannot put up a single proprietorship business sanctioned by Department of Trade and Industry (DTI).  Your option is to put-up a domestic corporation and register the business with Securities & Exchange Commission (SEC).


Do I need a Philippine office for my company/business ?

Yes, it’s a requirement for business registration and incorporation.


Can we use virtual office as our registered address for our company incorporation?

Yes, virtual office is acceptable for this purpose.  A virtual office is an office located in the Philippines.


I am a foreigner and I would like to setup a company in the Philippines. Our intention is to sell technology services to local people. What sort of company structure would suit us best?

If more than 30% of your sale/service is derived from Philippine market, then your company is considered a domestic market enterprise. As such, generally, foreigners may own only up to 40% of the company.


How long does it take to incorporate a company in the Philippines?

Normally, it takes at least 45 days, if all documents needed are forwarded as early as needed. This is on the assumption that no government delays will occur in the process such as system downtime and the like.


I am a foreigner. Do I really need to put in US$200,000 to incorporate a company in the Philippines?

Yes, Under usual circumstances, you really need to remit USD200,000 into a Philippines bank account as part of the process to incorporate your company in the Philippines. The money can be withdrawn after the release of the SEC certificate.

If your company is considered as an export market enterprise (i.e. more than 60% of your revenue or output is exported from the Philippines), then you are not required to put up $200,000.00 as paid up capital. The minimum paid up capital for an export market enterprise is only Php5,000.00. However, if your company is considered as a domestic market enterprise, and subject to the foreign investment negative list, then you are required to invest US$200,000 for you to be able to set up a 100% foreign owned company. Please take note though that foreigners are generally not allowed to engage in retail business (as this is reserved for Filipinos), unless they are investing $2.5 million.


What is the estimate cost to maintain a company here in the Philippine?

The cost really depends on the nature of business, please consider as well the minimum wage, taxes and other government compliance for your additional operational expenses.


What is the corporate tax rate in the Philippines?

Domestic corporations (as well as partnership other than a general professional partnership) are taxed on their income from all sources (whether within or without the Philippines. Resident Foreign Corporations are taxed on their income from sources within the Philippines. Both are taxed at 30% on taxable income (revenue less allowable deductions).

Non-resident foreign corporations are taxed at 30% at source (final withholding tax). The tax rate may be reduced if there is a tax treaty between the Philippines and the country where the NRFC is registered.


Are there any tax when we repatriate our investment out of Philippines?

Yes, there will only be a 10% tax on the fund you declared to repatriate out of the country.


Are there any foreign currency exchange control when we repatriate our profit?

No, but there will be a 10% withholding tax for all outgoing funds declared as repatriation.


How do I determine the actual amount of money I need to remit to start a company?

It depends on your business need. Of course, take note of the 25%-25% rule which states that at least 25% of the authorized capital stock must be subscribed and 25% of the subscribed capital stock must be paid up. There are areas of investments, though, that the law provides for a minimum paid up capital (e.g. recruitment agencies, schools).


How long does it take to incorporate a company in the Philippines?

In the Philippines, most people usually break the entire process into 2 parts. Part 1 is to get your company name approved and registered with SEC. This process can be completed within 10 working days. The 2nd part is to get your company registered with the local government unit having and Bureau of Internal Revenue exercising jurisdiction over the place of business. This process will take about 3 – 5 weeks.


What is PEZA?

The Philippine Economic Zone Authority (PEZA) is attached to the Department of Trade and Industry and is tasked to promote investments, extend assistance, register, grant incentives to and facilitate the business operations of investors in export-oriented manufacturing and service facilities inside selected areas throughout the country proclaimed by the President of the Philippines as PEZA Special Economic Zones.


What are the benefits of getting a PEZA status?

FISCAL INCENTIVES

Income Tax Holiday (ITH) – 100% exemption from corporate income tax.

Upon expiry of the Income Tax Holiday – 5% Special Tax on Gross Income and excemption from all national and local taxes (“Gross Income” refers to gross sales or gross revenues derived from the registered activity , net of sales discounts, sales returns and allowances and minus cost of sales or direct costs but before any deduction is made for administrative expenses or incidental losses during a given taxable period).

Tax and duty free importation of raw materials, capital equipment, machineries and spare parts.

Exemption from wharfage dues and export tax, impost or fees.

VAT zero-rating of local purchases subject to compliance with BIR and PEZA requirements.

Exemption from payment of any and all local government imposts, fees, licenses or taxes. However, while under Income Tax Holiday, no exemption from real estate tax, but machineries installed and operated in the economic zone for manufacturing, processing or for industrial purposes shall be exempt from real estate taxes for the first three (3) years of operation of such machineries. Production equipment not attached to real estate shall be exempt from real property taxes.

NON-FISCAL INCENTIVES

Simplified Import – Export Procedures (Electronic Import Permit System and Automated Export Documentation System).

Non-resident Foreign Nationals may be employed by PEZA-registered Economic Zone Enterprises in supervisory, technical or advisory positions.

Special Non-Immigrant Visa with Multiple Entry Privileges for the following non-resident Foreign Nationals in a PEZA-registered Economic Zone Enterprise : Investor/s, officers, and employees in supervisory, technical or advisory position, and their spouses and unmarried children under twenty-one years of age. PEZA extends Visa Facilitation Assistance to foreign nationals their spouses and dependents.


What are the criteria to become a PEZA company?

One of the main criteria is that your company needs to be an export based company and to be considered that, 60% or more of your company revenue must be derived from overseas. PEZA requires eligible company to submit monthly reports to verify this and secondly your company needs to be located in a PEZA designated building or area.


How often does a Corporation needs to submit their income statement to the government for compliance reason?

Corporations are required to file quarterly income tax returns (and pay the corresponding tax therefor) together with an accompanying financial statements including an Income Statement. Monthly VAT returns will require a supporting schedule of income and expenses.


Can I incorporate a Philippines corporation without stopping foot in the Philippines?

Yes, this is possible with our service. We will be couriering you some documents for you to sign and you will need to get it notarized in your country and notarized by the Philippine Embassy nearest to you, and send it back to us. The process is pretty straight forward but it may just cost a bit more for the courier fee and notarization.


Do I need to be present in the Bank to open a bank account?

Yes, you need to be present in front of the bank manager to open your bank account. However, the incorporators may appoint a treasurer-in-trust, who must be resident, to open up a bank account in trust for the company that is in the process of incorporation.


How can I be sure that my remittance of US$200,000 will be safe?

We can arrange to open an account in a minimum amount in the name of the company then the remittance will be sent to the name of the company being registered. No one can withdraw the funds without the written permission of the board of the company.


Should the company incorporation process fail or be denied for any reason after I deposit the US200,000, how certain am I to be able to withdraw the money with any hindrance and also to repatriate the money without any unnecessary fees or taxes?

It will not happen because we pre-process all application for incorporation and check for legal implications to make sure the company being set up is allowable. If its not allowable we will not advise you to remit funds.


I understand that there must be a minimum of 5 shareholders in a Corporation. How many of them must be a Filipino citizen? And can this person be living abroad?

To set up a corporation, you will need to have at least 5 incorporators majority of them must be resident. If setting up a 100% foreign corporation majority can be foreigners and at least one (1) local Filipino resident.


How many types of withholding taxes are there?

There is (1) Withholding tax on Compensation, (2) Expanded Withholding Tax, (3) Final Tax, and (4) Fringe Benefit Tax.


Is there any implications if most of my shareholders or incorporators reside outside the Philippines?

No implications at all.


Can a President of a corporation be the treasurer at the same time?

No, this is an express prohibition under the Philippine Corporation Code. The obvious reason is conflict of interest.


What is the role of Corporate Secretary?

The corporate secretary by law is the keeper of the company records. He/She certifies all documents being issued and released by the company.


How often there will Board Resolution?

As long as there is a board meeting and a resolution.


Do we need to conduct monthly Board Meeting? What if we are all abroad or outside the Philippines?

No, you don’t need to. Meeting can be conducted off site and resolution could be achieve by a Circular Resolution.


If I send document to one of the directors residing outside Philippines for signature, how is the process?

It needs to be stamped and authenticated by the Philippine Embassy of his/her country residing at present.


How can you categorize if a corporation is a local or foreign corporation? Is there any differences with government fees need to pay?

The only difference is as Foreign Corporation, you need to have a much higher Paid Up capital which will result higher Document Stamped Tax and a higher Filing Fee for Article of Incorporation.


I am not in the Philippines, but I would like to start my company registration, can you help me to have an office in the Philippines?

Certainly, we can assist you for a suitable office in the Philippines depending on your choice of location.  We can also provide you a virtual office packages based on your needs, so that you can use prestigious business address right away for your company registration as well as communication line.