Set Up A Business In The Philippines

 

Interbiz Consulting Group provides professional assistance for business registration in Philippines for new local or foreign companies. Our corporate team will process in your behalf all the necessary certifications and permits from different government agencies such as, SEC, Mayor’s Office, BIR, SSS, PhilHealth and Pag-ibig, needed in starting up your company. For a start, we need to identify what type of organization you wish to set- up.

Types of Business Registration in the Philippines

Sole Proprietorship is a type of business for individually owned businesses who has full charge and authority of its own and has the ownership of all its assets. This is ideal for locally set- up businesses with simple structure and is to be registered in Department of Trade & Industry (DTI).

Requirements:
  create name of business to be registered in DTI Business Name Registration System (BNRS)
  applicant’s TIN number
  provide copy of identification of citizenship (government issued IDs- Driver’s License, Voter’s ID, Passport, etc.)
  provide signed copy of undertaking from DTI BNRS
  prepare payment for application

Process:
1.   Reserve, secure & register name from DTI
2.   Present accomplished forms/docs for processing and evaluation
3.   Get certificate from DTI
4.   Secure business registration from local government of chosen location of business
(i.e. Barangay Certificate, Mayor’s Permit & Licenses)
5.   Register business in Bureau of Internal Revenue (BIR)
6.   If with employees, register with the following:
– Social Security System (SSS)
– Philippine Health Insurance Corporation (PhilHealth)
– Home Development Mutual Fund (HDMF)

Partnership under the Philippine Law, is treated as juridical person, having a separate legal personality from its members. Then, there are two types, general partnerships or limited partnerships. In general partnerships, partners have unlimited liability for the debts and obligation of the partnerships. While in limited partnerships, one or more general partners have unlimited liability and the limited partners have liability only up to the amount of their capital involvement.

Remember:
» If the capital for partnership is amounting to less than Php3,000.00, then it is to be registered with Department of Trade & Industry (DTI)
» If the capital for partnership is amounting to more than Php3,000.00, then it is to be registered with Securities & Exchange Commission (SEC)

Requirements:
•   create name of business to be registered in SEC
•   create draft of articles of partnership
•   SEC form F-105 (for foreigner partners)
•   prepare payment for application

Process:
1.   Reserve, secure & register name from SEC
2.   Submit duly notarized Articles of Partnership
3.   Present completed forms and needed documents to SEC
4.   Provide necessary requirement if one of the partners is a foreigner
5.   Present certification of minimum paid up capital in trust account from local bank
6.   Get certificate from SEC
7.   Secure business registration from local government of chosen location of business
(i.e. Barangay Certificate, Mayor’s Permit & Licenses)
8.   Register business in Bureau of Internal Revenue (BIR)
9.   If with employees, register with the following:
– Social Security System (SSS)
– Philippine Health Insurance Corporation (PhilHealth)
– Home Development Mutual Fund (HDMF)

Corporation, as per Corporation Code of the Philippines, is a legal entity that is separate & distinct from its owners regulated by Securities & Exchange Commission (SEC). It may consist of at least five (5) to fifteen (15) incorporators each of whom must hold at least one share. Furthermore, shareholders’ liability is limited only to their amount of shares.

Requirements:
•   create name of business to be registered in SEC
•   must have at least 5- 15 shareholders
•   create draft of articles of partnership, by- laws
•   SEC form F-100 (for corporation with more than 40% )
•   prepare payment for application
•   registration of paid-up capital and affidavit from Corporate Treasurer
– for Filipino Corporation – at least Php100,000 paid- up capital
– for Foreign- Owned – minimum paid-up capital is expected to be higher depending on the type of corporation to be registered

Process:
1.   Reserve, secure & register name from SEC
2.   Provide necessary requirement if one of the incorporator is a foreigner
3.   Submit completed forms and needed documents to SEC:
– Cover Sheet
– Name Verification Slip
– Articles of Incorporation
– Treasurer’s Affidavit
– By- Laws
– Undertaking to change name
4.   Get certificate from SEC
5.   Secure business registration from local government of chosen location of business
(i.e. Barangay Certificate, Mayor’s Permit & Licenses)
6.   Register business in Bureau of Internal Revenue (BIR)
7.   If with employees, register with the following:
– Social Security System (SSS)
– Philippine Health Insurance Corporation (PhilHealth)
– Home Development Mutual Fund (HDMF)

Remember:
»   Filipino Corporation is if its 60% Filipino owned and 40% foreign owned.
»   If the share is more than 40% foreign- owned, then it is considered as a Foreign- owned Domestic Corporation.

Branch Office, is a foreign corporation organized and existing under the law of its location of incorporation and is licensed (issued by SEC) to do business in the Philippines. Foreign head office business’ operations and activities can be performed here and allowed to derive income and is subject to corporate income tax. This is ideal for foreign companies that intend to open up their business here but do not want to establish a domestic corporation.

Requirements:
•   create name of business to be registered in SEC
•   create draft of articles of partnership & by- laws
•   audited financial statements
•   board resolution authorizing the creation and establishment of the Representative Office in the Philippines
•   minimum paid up capital of USD 200,000.00 (PHP9,000,000.00)
•   Resident Agent for the representative office (must be filipino resident- applied to any individual legally staying here for more than 185 days/ year).
•   certification of inward remittance for minimum paid-up capital to local bank
•   prepare payment for application

Process:
1.   Reserve, secure & register name from SEC
2.   Submit completed forms and needed documents to SEC:
– Cover Sheet
– Name Verification Slip
– Authenticated copy of the Board Resolution
– Articles of Incorporation & By- Laws
– Audited Financial Statements (audited by an independent Certified Public Accountant of the home country)
– Proof of Inward remittance (bank certificate)
– Resident Agent’s acceptance of appointment (unless agent is the signatory in the application form)
– Affidavit of Resident Agent
* Requirements must be authenticated in the Philippine Embassy/Consulate of the parent company’s home country.
3.   Get certificate from SEC
4.   Secure business registration from local government of chosen location of business
(i.e. Barangay Certificate, Mayor’s Permit & Licenses)
5.   Register business in Bureau of Internal Revenue (BIR)
6.   If with employees, register with the following:
– Social Security System (SSS)
– Philippine Health Insurance Corporation (PhilHealth)
– Home Development Mutual Fund (HDMF)

Representative Office is a foreign corporation organized and existing under foreign laws. Unlike Branch Office, it cannot derive income in the Philippines and it is not subject to income taxes. It does businesses with clients of the parent company engaging in activities such as information dissemination, communication center, promotion of company products, as well as quality control of products for export. It is required to have a minimum inward remittance of USD30,000.00 (Php1,350,000.00) (estimated amount).

Requirements:
•   create name of business to be registered in SEC
•   create draft of articles of partnership & by- laws
•   audited financial statements
•   board resolution authorizing the creation and establishment of the Representative Office in the Philippines
•   minimum paid up capital of USD 30,000.00 (PHP1,350,000.00)
•   Resident Agent for the representative office (must be filipino resident- applied to any individual legally staying here for more than 185 days/ year).
•   certification of inward remittance for minimum paid-up capital to local bank
•   prepare payment for application

Process:
1.   Reserve, secure & register name from SEC
2.   Submit completed forms and needed documents to SEC:
– Cover Sheet
– Name Verification Slip
– Authenticated copy of the Board Resolution
– Articles of Incorporation & By- Laws
– Audited Financial Statements (audited by an independent Certified Public Accountant of the home country)
– Proof of Inward remittance (bank certificate)
– Resident Agent’s acceptance of appointment (unless agent is the signatory in the application form)
– Affidavit of Resident Agent
* Requirements must be authenticated in the Philippine Embassy/Consulate of the parent company’s home country.
3.   Get certificate from SEC
4.   Secure business registration from local government of chosen location of business
(i.e. Barangay Certificate, Mayor’s Permit & Licenses)
5.   Register business in Bureau of Internal Revenue (BIR)
6.   If with employees, register with the following:
– Social Security System (SSS)
– Philippine Health Insurance Corporation (PhilHealth)
– Home Development Mutual Fund (HDMF)