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.


University Tower 1
831 Moret Street
1008 Sampaloc
Manila Philippines


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?


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.


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.


Export Declaration : no more manual submission!

Starting June of 2012, submission of export declaration is now through on-line or BOC e2m lodgement as they call it.  It means no more manual submission. Therefore,  if you have upcoming export shipments, then you need to arrange your CPRS (Client Profile Registration System). Please take note that registration depends on which category you belong. For the regular or the normal shipments, registration will be handled by Philexport. On the other hand, PEZA exports are under PEZA, BOI is under BOI agency while CBW is under CBW agency.

You can choose from the 3 system providers accredited by Bureau of Customs. These are E-konek, Intercommerce and Appollo. The corresponding lodgment fee amounting to Php45.00 per lodgment for E-konek and Intercommerce while Php30.00 for Apollo.

For your references, you can download the following:

1) Documentary Requirements

2) Exporter Form

3) Importer Form

4) CPRS for Partnership and Corporation


This is for those blog readers, CPA, accountant or otherwise who are searching my blog for a sample Statement of Management’s Responsibility.


The Management of CORPORATION NAME, INC., is responsible for all information and representations contained in the Annual Income Tax Return for the year ended December 31, 2011. Management is likewise responsible for all information and representations contained in the financial statements accompanying the (Annual Income Tax Return or Annual Information Return) covering the same reporting period. Furthermore, the Management is responsible for all information and representations contained in all the other tax returns filed for the reporting period, including, but not limited, to the value added tax and/or percentage tax returns, withholding tax returns, documentary stamp tax returns, and any and all other tax returns.

In this regard, the Management affirms that the attached audited financial statements for the year ended December 31, 2011 and the accompanying Annual Income Tax Return are in accordance with the books and records of CORPORATION NAME, INC., complete and correct in all material respects. Management likewise affirms that:

(a) the Annual Income Tax Return has been prepared in accordance with the provisions of the National Internal Revenue Code, as amended, and pertinent tax regulations and other issuances of the Department of Finance and the Bureau of Internal Revenue;

(b) any disparity of figures in the submitted reports arising from the preparation of financial statements pursuant to financial accounting standards and the preparation of the income tax return pursuant to tax accounting rules has been reported as reconciling items and maintained in the company’s books and records in accordance with the requirements of Revenue Regulations No. 8-2007 and other relevant issuances;

(c) the CORPORATION NAME, INC., has filed all applicable tax returns, reports and statements required to be filed under Philippine tax laws for the reporting period, and all taxes and other impositions shown thereon to be due and payable have been paid for the reporting period, except those contested in good faith.

You can download the file in here : STATEMENT OF MANAGEMENT RESPOMIBILITY


TIPS: Debt Collection Agency

Readers, here are tips to equip yourself with basic information of your rights when it comes to debt collection.

1. You have the right to ask the debt collector a copy of your Statement of Account (SOA) duly signed.  For example, credit card issued by Citibank then it must be signed  by the Citibank.  Please take note that a demand letter or an offer letter showing a discounted rate of your debt is not your SOA.  If they provide you an SOA, make sure to verify it with the bank for its authenticity.  Make your request clear or adopt a mantra:  No SOA, No Pay.

2. You have the right to decide on how much you can afford to pay your debt. Do this by sending a proposal letter through email or the post office for your proposed mode of repayment and it should be according to your financial capacity.

3. Once you confirm agreement, it should be officially written (never a verbal one). A written proof is what you need in case they deny your payments.

4. In case of disagreement in the proposal, then don’t pay. Challenge the collecting agency to pursue the case in court where it is handled properly. It should be noted that credit card debt, done in good faith (such as bankruptcy, unemployment, etc) is not a criminal act but a simple case of breach of contract therefore constitute a civil case. Credit card debt eventually turns into criminal act at the issuance of bouncing checks (estafa) or was stolen and used by another person.

5. In some cases, collecting agencies may use police presence as shock factor to knock at your door: will dangle a piece of paper in your face as “warrant of arrest” but will not allow you to read it. These are one of the many ploys to pressure you out of your wits to pay your debt. Don’t panic. Instead, get their names, their precinct and their car’s plate number. You may also take a picture of their faces through your phone camera or press start a video. Again, be wary that this is not the job of policemen, barangay captains or kagawads. File a complaint or case against them for abuse of authority if they keep on harassing you.

6. Credit card collection agencies will use guises and disguises for the sole purpose of collecting money from you. Commonly used are “LBC uniformed men” to enter your home by announcing a package delivery. Once you allow them to enter the house, they will reveal their true identity and will try by all means to purge money from you or pull-out appliances at your house to swap for your debt. At times they will claim to be the sheriff of the court and extort money from you. Be vigilant and tell them to go or you file a criminal case against them for trespassing, extortion or unjust vexation.

7. Some initial pressures used by credit card collectors are in the form of text messages or persistent calls. Messages may say you have a pending warrant of arrest or will contain details of court case number, name of the judge, branch of court and time of hearing. The purpose of this is to sow panic and fear. However, a text message containing information of an impending warrant of arrest is a give away. A proper court will not issue such nonsense. Warrant of arrest is for criminal cases and credit card debt is a civil issue. It should be noted that warrant of arrests are personally delivered by court authorities by surprise and not over the phone or texts messages, fax or email messages.

8. What is RA 8484? Most often, this republic act is used by collecting agents to intimidate defaulters. In essence, Republic Act 8484 is also known as the Access Devices Regulation Act of 1998. In layman’s language, an access device means any card, plate, code, account number, electronic serial number, personal identification number and other telecommunication services, equipment or instrumentalities-identifier or other means of account access that can be used to obtain money, goods, services or any other thing of value to initiate a transfer of funds. RA 8484 is also applicable to person/persons who applied for a credit card using fake identity/identities which is classified as a fraudulent act and has nothing to do with your credit card debt or non-payment of debt.

9. Having said all that, it is worth mentioning as well that credit card defaulters can still travel abroad. Do not believe if collectors will threaten to file a hold departure order against you because it’s merely a bluff. For those getting an NBI clearance for work or other purposes, don’t believe in hearsay that you cannot get your clearance despite your standing debt. Take note that NBI records reveal criminal cases only and not civil cases.

Are credit card debt collectors telling lies? Yes. It’s their modus operandi to put pressure on the defaulter to collect money. We know they are only doing their jobs but a defaulter has rights as well to protect themselves from such harassment. Collecting agencies are paid for by the banks to collect debts. For as long as you’re not running away from your responsibilities, or you’re not in hiding, then move on with life and learn a great deal from the experience.


SEC i-Register

This blog had been receiving a lot of queries about on-line SEC registration.  However,  sad to say the SEC i-Register only offers reservation of your proposed company name or selected name for a non-stock or your desired name for a certain corporation for a particular industry.