Business Advisory and Tax Consulting

for companies doing business in the Philippines

Philippines Business Incorporation Registration Overview

K&C will carefully assess your future business in the Philippines and determine the investment vehicle best for you and your company.

We will assist with formation procedure, planning, and registration with the relevant government agencies such as the Philippines SEC, DTI, BIR and other Philippines government agencies. Incentives such as income tax holidays and special tax regimes are available to foreign investment in activities that significantly contribute to national industrialization and socio-economic development, and in export-oriented enterprises. Eligible businesses may then register their businesses with other Philippines government agencies such as PEZA and BOI.

K&C will perform the following:

• Determine type of company (Foriegn Branch, Subsidiary, Domestic Corporation)
• Register and secure company name with DTI
• Identify Shareholders, Directors and Incorporators
• Draft Articles of Incorporation and By-Laws
• Process documents with SEC, BOI, PEZA
• Process Mayor's Permit and Business Permit

Philippines SEC - Securities & Exchange Commission

Foreign investors usually do business in the Philippines through a Domestic corporation or a Branch. Using either entity has its advantages and disadvantages. Corporations are more favorable in terms of administrative regulation. Branches, which may be more advantageous taxwise, cannot be used if the activities to be undertaken are included in the Foreign Investment Negative list . Corporations on the other hand, can accommodate the necessary Philippine ownership.

Forming a corporation requires a minimum of 5 incorporators, each of whom must be actual persons and hold at least a single share in the company. Majority of the incorporators must be Filipino. A Corporation must have between 5 and 15 directors (or trustees if a non-stock corporation), each of whom must have at least one share of stock. A majority of the directors (or trustees) must be Philippine residents. All Domestic Corporations (those incorporated in the Philippines) obtain their license from and are registered with the Securities and Exchange Commission. The SEC will require a prospective Corporation to reserve and register a name, submit proposed Articles of Incorporation and By-Laws which are complaint with the requirements of the Corporation Code of the Philippines, and prove that it has the minimum capitalization requirements pertaining to the industry or business the corporation is engaged in. Under the Foreign Investment Act , the minimum paid-up capital for a corporation considered a Domestic Market Enterprise (DME) or one where the foreign equity exceeds 40% is US$200,000 which must be remitted into the Philippines. The requirements do not apply to DMEs that are export-oriented or involve advance technology and will employ at least 50 employees.

A Branch of a Foreign Corporation doing business in the Philippines must obtain a license to do so from the SEC. The foreign corporation's head office must prove its legal existence in its country of origin, its financial soundness, and its authorization to set up a branch in the Philippines. The Branch will need to appoint a resident agent in the Philippines who will be in charge of receiving summons and legal processes. This allows the SEC and other entities to obtain jurisdiction over the foreign company.

Setting up a branch normally involves remitting US$200,000 as capital investment. Branches engaged in activities involving advance technology, or that employ at least 50 direct employees, are required to inwardly remit a reduced amount of US$100,000 as assigned capital. Export-oriented branches are not subject to minimum assigned capitalization requirements. Special rules apply for certain types of branch operations. It is advisable for companies to register their remittance with Central Bank of the Philippines or Bangko Sentral ng Pilipinas and obtain a BSRD .

The failure of a foreign corporation to obtain a license to do business will prevent the entity from filing suit in the Philippine courts. The issuance of a certificate of incorporation from the SEC signifies the commencement of corporate existence and juridical personality for a company.

Before commencing operations in the Philippines,businesses must also register with the Bureau of Internal Revenue (BIR), the Social Security System (SSS), the Home Development Mutual Fund (HDMF), the Philippine Health Insurance Corporation (Phil-Health) , and the local government unit where its principal office will be located.

Philippines PEZA - Philippine Economic Zone Authority

Enterprises registered with the Philippine Economic Zone Authority (PEZA) are entitled to a holiday from income tax and local taxes for three or eight years. After that, they are subject to 5% tax on gross income (sales less direct costs) in lieu of all local and national taxes. Enterprises that are registered with the Subic Bay Metropolitan Authority (SBMA) or Subic Bay Freeport Zone , which administers the economic zone established by the conversion of the former United States military base in Subic, are also subject to the special 5% tax, but are not entitled to tax holidays. The same benefits are accorded to qualified industries registered with the Clark Development Corporation and located in the Clark Freeport Zone .

To avail of the incentives offered by PEZA an enterprise must register with PEZA and locate their operation in one of the zones. PEZA registrants must generally be export-oriented, with enterprises located inside the zones required to export 100% of their production. In some cases PEZA may approve the sale of up to 30% of production in the domestic market. Full foreign ownership of a PEZA enterprise is allowed provided they are not engaged in activities that appear on the Foreign Investment Negative List . PEZA approval and specific incentives granted are on a case by case basis. Applicants must supply an application for providing information on capital structure, nationality of investors and a feasibility report in accordance with a PEZA prescribed format. Applicants should then expect fast turn around once the application is submitted.

Philippines DTI - Department of Trade Industry

An Individual may choose to operate a business as the sole beneficial owner of the business. This is common in small retail trade operations or independent contractors of services. A Single Proprietorship must register with the BIR and they must also register their business name with the DTI through the Bureau of Trade Regulation and Consumer Protection.

Philippines BOI - Board of Investments

The Board of Investments (BOI) provides tax and other incentives registered entities that engage in activities identified as investment priorities or those which promote the general economic development of the Philippines and those that are exported oriented (where export is more than 50% of production or 70% if the enterprise is more than 40% owned by foreign investors). The BOI, in consultation with the public sector comes up with an Investment Priorities Plan listing these industries.

The main advantage for an eligible BOI registered firm are 3-8 year income tax holidays and 4-6 year exemption from local business taxes for pioneer and non-pioneer industries. To be eligible for BOI incentives foreign investors will need to have an equity investment in a Philippine corporation.

Pioneer and Non pioneer projects have different requirements. 100% foreign owned enterprises may avail of incentives if they engage in pioneer projects, export at least 70% of their total production or undertake projects less-developed areas of the country as identified by the BOI. These enterprises are obliged to attain 60% Filipino ownership within 30 years from registration unless they export or will be exporting 100% of their production. For enterprises engaged in non-pioneer projects, foreign ownership is limited 40%, unless the enterprise will export more than 70% of its annual production.

Applying for BOI requires submission of a notarized application indicating the type of projects, how the activity relates to those listed in the Investment Priorities Plan, the production capacity geared to export, the capital structure of the enterprise, and the nationality of its investors. In addition, the company must submit a feasibility report, containing five-year projected financial statements.

Philippines BIR - Bureau of Internal Revenue

All persons subject for internal revenue taxes are required to obtain a Taxpayer Identification Number and register and keep books of account. Persons with gross sales or receipt exceeding P150,000 in any quarter must submit audited financial statements with their tax returns. The SEC requires stock corporations with paid-up capital of at least P50,000, including branches of foreign corporations, to file the report of an independent certified public accountant (CPA) on their financial statements.

 

While in operation the following need to be accomplished

• Reportorial requirements
• Audited Financial Statements
• General Information Sheet
• Amendment of articles of incorporation/partnership

 

28th Floor Trident Tower
312 Sen Gil Puyat Ave
Makati City, Philippines
Office: (+63)2-753-1712
Mobile: (+63)921-760-8884
info@kittelsoncarpo.com