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.


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How to register a CORPORATION with the Philippines SEC

Here is the guide on how to register a corporation with the Philippines Securities and Exchange Commission (SEC). Five (5) easy steps to follow…

1. Verify and reserve the proposed corporate name. You could do this the hard way, at the SEC Verification Unit, located at the SEC Building, EDSA, Greenhills, Mandaluyong City (right across the Philippine Overseas Employment Administration [POEA] and the EDSA Shrine). If you want to make your life a bit easier, you could do the verification and registration online, through the SEC-iRegister, a 24-7 portal. After paying the reservation fee, you will get a Name Verification Slip, which is submitted together with the other requirements.  

2. Prepare the Articles of Incorporation and By-laws. Blank forms are also available from the Company Registration and Monitoring Department (CRMD). The drafting of the Articles of Incorporation and the By-laws, as well as the other requirements, could also be done by your lawyer.  

3. Deposit the minimum paid-up capital in the bank. Banks usually require a resolution by the incorporators authorizing the Treasurer to open a bank account and transact with the bank. Get the bank certificate of deposit, as this is one of the documents that you have to submit to the SEC.   

4. Prepare the: (i) Treasurer’s Affidavit/Authority to Verify Bank Account; (ii) Written Undertaking to Change Corporate Name by any Incorporator or Director, Trustee, Partner; and (iii) Registration Data sheet. 

5. File the complete documents with the CRMD, upon payment of the requisite filing fees. Please note that for certain corporations, an endorsement from other government agencies is required, depending on the purposes of the corporation. For instance, a proposed bank, pawnshop or other financial intermediaries with quasi-banking functions must secure an endorsement from the Bangko Sentral ng Pilipinas (BSP). Certain businesses must also secure endorsements from other agencies, like the Department of Social Welfare and Development (DSWD), Department of Education (DEpED), Technical Education Skills and Development Authority (TESDA), Department of Energy (DOE), Department of Health (DOH), Insurance Commission, National Telecommunication Commission (NTC), Philippine Overseas Employment Administration (POEA), Philippine National Police (PNP), Maritime Industry Authority, or the Department of National Defense (DND). Please also note that there are differences in the registration requirements between Stock Corporations and Non-Stock Corporations. The requirements are also different when it comes to Partnerships, which are under the jurisdiction of the SEC. The registration guide for Non-Stock Corporations and Partnerships will be discussed in subsequent posts. 

Basic Steps in Business registration

I’ve got friends asking me how to deal with the messy papers and for running documents for business registration. I told them, it is but normal and it is required to do it so especially in the Philippines. Well, these messy papers are extremely needed in putting up a business. Anyhow, I came across to a reading materials with easy and basic steps in doing your business registration.

Alright, so lets us start with your business name. Books and some reading materials explained that a business name is a name under which a business operates, same as giving a name to a pet or even a car perhaps. And business name registration is compulsory and must be completed before the business starts operating. Choosing the right name for your new business is so important. Your business name distinguishes your products and services from those of your competitors, well for some like internet based business for example are kind of techy or just based on what the owner like it or perhaps based on trends, and this helps establish your identity in the marketplace.

However, in putting up a business, there are several government agencies you have to register with depending on the type of your business. These are the following:

For Single Proprietorship

STEP 1

Business Name Registration Certificate
Visit Department of Trade & Industry (DTI) Provincial Office or log on to http://www.bnrs.dti.gov.ph.
Validity: 5 years
Requirements:

  • Accomplished Business Name Registration Form [Single Proprietorship/Partnership]
  • Tax Identification Number (TIN)
  • List of five business names ranked according to preference
  • Registration fee of P 300.00

STEP 2

Mayor’s / Business Permit
Local Municipality where the business is located
Validity: 1 year
Requirements:

  • Accomplished Business Permit Application Form
  • DTI-Business Name Certificate
  • Sketch of he business location
  • Fire Safety Inspection Clearance
  • Sanitary Permit (from City Health Officer)
  • Barangay Clearance
  • Lease Contract
  • 2 pcs 2×2 colored ID picture
  • Registration fee, the amount of which depends on the type of the business

STEP 3

Tax Identification Number (TIN)
Bureau of Internal Revenue (BIR) National Office
Agham Rd., Diliman, Quezon City
Trunkline: 981-7000; 981-8888
Email: contact_us@cctr.bir.gov.ph
Website: http://www.bir.gov.ph

STEP 4

Social Security System (SSS) Certificate
SSS Loans and Investment Office
SSS Building, East Avenue
Diliman, Quezon City
Tel: 920-6401; 920-6446
Email: member_relations@sss.gov.ph
Website: http://www.sss.gov.ph

Requirements:

  • Accomplised R1 form
  • DTI Business Permit
  • Mayor’s Permit

STEP 5

Department of Labor and Employement (DOLE) Registration (with 5 or more employees)
DOLE-Labor Standard and Enforcement Division
2/F Dy International Bldg.
San Marcelino cor. Gen. Malvar St.
Malate, Manila
Hotline: 527-8000 Tel: 339-2013
Email: osec@dole.gov.ph
Website: http://www.dole.gov.ph

Requirements:

  • Accomplished Rule 1020 form
  • Lay-out business location
  • Vicinity Map

For Partnership

STEP 6a

Securities and Exchange Commission (SEC) Certificate
SEC Building, EDSA, Grenhills
Mandaluyong City
Tel: 726-0931 to 39
Email: mis@sec.gov.ph
Website: http://www.sec.gov.ph
Onine registration: iregister.sec.gov.ph/MainServlet

Requirements:

  • Verification Slip Form (re: proposed name)
  • Accomplished Registration Data Sheet
  • Articles of partnership
  • Written Undertaking to Change Corporation Name
  • If the contributed capital is in the form of property, additional requirement is needed:
    • Deed of Assignment executed by the stockholder who is the owner

For Corporation

STEP 6b

SEC (see above address)

Requirements:

  • Articles of Incorporation and Buy-laws
  • Verification Slip Form (re: proposed name)
  • Accomplished Registration Data Sheet
  • Treasurer’s Affidavit
  • Bank Certificate of Deposit
  • Authority to verify bank accounts
  • Written Undertaking to Change Corporation Name when necessary
  • Subscribers Information Sheet
  • If paid-up capital is a property, submit the following additional requirements:
    • Statement of Assets and Liabilities
    • Deed of Assignment executed by the stockholder who is the owner of the property in favor of the corporation. If the property contributed is a building or a parcel of land, the deed must be presented to the register of Deeds for registration.
    • If the property being contributed is a parcel of land, submit detailed list of the parcel of land showing the OCT/TCT numbers, registered owner, lot and block number, area, location and encumbrances, if any
  • Registration fee of P360.00

OTHER AGENCIES

Depending on the type of products they manufacture or handle and on their market orientation, certain firms are required by law to register with other government agencies. The following is a list of regulatory bodies and industries / business they regulate:

a. For those engaged in the export of coconuts and coconut by-products

The Philippine Coconut Authority
Export Division
PHILCOA Bldg., Quezon Memorial Circle
Diliman, Quezon City
Tel. No. 928.4501
Email: pca_cpo@yahoo.com
Website: http://www.pca.da.gov.ph

b. For all manufacturers of garments and textile for exports

Garment and Textile Export Board (GTEB)
New Solid Building
4/F New Solid Bldg., 357 Sen. Gil Puyat Avenue, Makati City
Tel. No. 890.4651 to 52

c. For rice, corn and flour dealers

National Food Authority (NFA)
Regulatory Division
Matimias Building (infront of Q.I)
101 E. Rodriguez Sr. Avenue, Quezon City
Tel. No. 712.1768
Email: nfa_admin@nfa.gov.ph
Website: http://www.nfa.gov.ph

d. For processors and traders of fibers and fiber products.

Fiber Industry Development Authority (FIDA)
License Division
Asia Trust Bank Annex Building
1424 Quezon Avenue, Quezon City
Tel. No. 373.7495 / Fax No. 373.9244
Email: fida@pacific.net.ph
Website: http://www.fida.da.gov.ph

e. For those engaged in the export of fish and fish products other aquatic products.

Bureau of Fisheries and Aquatic Resources (BFAR)
Licensing and Regulatory Division
860 Arcadia Building, Quezon Avenue, Quezon City
Tel. No. 372.5046
Email:info@bfar.da.gov.ph
Website: http://www.bfar.da.gov.ph

f. For exporters of animals and animal by-product

Bureau of Animal Industry Animal Health Division
BAI Visayas Avenue, Diliman, Quezon City
Tel. No. 928.2836 / 928.2778
Email:dir.bai@manila-online.net
Website: http://www.bai.da.gov.ph

Bureau of Plant Industry
692 San Andres St., Malate, Manila
Tel. No. 525.7313
Email: cu.bpi@da.gov.ph
Website: http://www.bpi.da.gov.ph

h. For exporters of Forest Products (e.g. logs, number products, plywood, etc.)

Bureau of Forest Development
Forest Management Bureau
Visayas Avenue, Diliman, Quezon City
Tel. No. 927.6229
Email: fmbdenr@mozcom.com
Website: http://www.forestry.denr.gov.ph

i. For those engaged in the production or export of flue-cured Virginia-type tobacco, Burley tobacco and Turkish/Oriental tobacco products.

Philippine Virginia Tobacco Administration
Market Development and Regulation Department
Scout Reyes Street cor., Panay Avenue
Diliman, Quezon City
Tel. No. 372.3186
Email webgroup1@da.gov.ph
Website: http://www.da.gov.ph

j. For commodity clearance for producers, manufacturers or exporters, whose product quality after due inspection, sampling and testing, is found to meet established standards.

DTI – Bureau of Product Standards (BPS)
3rd floor, Trade and Industry Building
361 Sen. Gil Puyat Avenue, Makati City
Tel. No. 751.0384
Email: bps@dti.dti.gov.ph
Website: http://www.bps.dti.gov.ph

k. For firms who want to register their patents and trademarks.

DTI-Intellectual Property Office
361 IPO Building, Sen. Gil J. Puyat
Avenue, Makati City
Tel. No. 752.5450
Email: mail@ipophil.gov.ph ; dittb@ipophil.gov.ph
Website: http://www.ipophil.gov.ph

l. For business interested to tie up with export oriented firms as sub-contractors/suppliers provided they fall under any of the following sectors: garments and handwoven fabrics, gifts and housewares, furniture and fixtures, footware and leather goods, fresh and processed foods and jewelry.

National Subcontractors Exchange (SUBCONEX)
12/F Trafalgar Plaza., 105 H.V. Dela Costa St.,
Salcedo Village, Makati City
Tel. No. 811.8231

m. For enterprises engaged directly or directly in the service, repair and/or maintenance of vehicles, engines and engineering works, electrical, electronics, air-conditioning and refrigeration, office machines and data processing, equipment, medical and dental equipment including the technical personnel like mechanics and technicians employed by such firms.

DTI- National Capital Region (DTI – NCR)
Ground Floor, Trade and Industry Building
361 Sen. Gil Puyat Avenue, Makati City
Tel. No. 7510.384

n. For those engaged in the production of food, drugs and cosmetic products.

Bureau of food and Drugs (BFAD)
Civic Drive, Filinvest Corporate City
Alabang, Muntinlupa City
Tel. Nos. 807.0721 /842.5606
Email: bfad@bfad.gov.ph
Website: http://www.bfad.gov.ph