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)

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

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

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