The Securities and Exchange Commission is the government agency responsible for the registration, licensing, regulation, and supervision of all corporations and partnerships organised in the Philippines, including foreign corporations licensed to engage in business or to establish branch offices in the Philippines. Registration with the Securities and Exchange Commission grants the entity with the corporate franchise or juridical personality to operate and transact business in the Philippines. The processing and approval of the papers generally takes around 15 working days from official acceptance of the application.
A majority of the directors must be residents of the Philippines. The number of directors must be at least five but not more than 15. Hence, if there are five directors, at least three must be residents. At least 25% of the authorized capital stock of a domestic corporation must be subscribed and at least 25% of the subscription must be paid. However, subscriptions by alien individuals or foreign entities must generally be fully paid, except in cases where the law provides for the specific amount of paid-up capital.
Registration with the Securities and Exchange Commission
The procedure for this first step is as follows:
- Verify/reserve proposed name.
- Prepare Articles of Incorporation and By-Laws and other required documents.
- Get F-100 form from Corporate Registration and Monitoring Department (CRMD).
- Present accomplished forms/docs for pre-processing at CRMD, and pay filing fees.
- Claim Certificate of Incorporation from the Releasing Unit, Records Division.
The following documents are required for this first step: (i) Form F-100; (ii) Name Verification Slip; (iii) Articles of Incorporation and By-laws; (iv) Treasurer’s Affidavit/Authority to verify bank account; (v) Joint affidavit of two incorporators to change corporate name (not required if already stated in the Articles of Incorporation); (vi) Bank Certificates of Deposit notarized in place where bank signatory is assigned. Foreign owned corporations like Branch Office or if a foreign-owned domestic corporation will have to open a Treasurer In Trust For (TITF) account; and (vii) Proof of Inward Remittance by non-resident aliens & foreign corporation.
Business Permits and Clearances from Municipality/City of Business Location
All businesses in the Philippines are required to secure a license to operate and/or Mayor’s permit from the municipality or city where the business will be located. Registration procedure and requirements will vary depending on the location and nature of business —subject to assessment. The following are the general requirements and procedures:
- File application together with the requirements in the receiving or assessment section of the Business Permit and Licenses Office of the municipality or city.
- Accomplished business registration form and pay the fees (it will include fees for application for issuance of fire and sanitary permit).
- Present the paid application to the Fire Department, which will provide a short orientation/briefing and the same time will provide a checklist and guidelines in regard to compliance on fire safety and regulation. They will schedule a visit and inspection to your office/company premise.
- Present the paid application to the Sanitary or Environmental Department, which will provide a short orientation and provide a checklist and guidelines in regard to compliance on health and sanitation. They will schedule a visit and inspection to your office/company premise.
- After the company premises are found to be compliant by the fire and sanitary departments, the business permit, license to operate, fire safety and sanitary certificate/clearance will be released within 2-3 business days.
Documentary Requirements for this stage include (i) SEC (Securities and Exchange Commission) Registration; (ii) Community Tax Certificate; (iii) Barangay Clearance; (iv) Location Clearance; (v) Certificate of Occupancy; (vi) Building Permit; (vii) Electrical Inspection Certificate; (viii) Contract of Lease; (ix) Picture / Sketch of the Site; (x) Fire Safety/Inspection Permit; (xi) Sanitary Permit.
Registration with the Bureau of Internal Revenue (BIR)
For taxation purposes, every business enterprise has to register with the BIR before the commencement of its business operation. The procedure is as follows:
- Secure a permanent record file number of Tax Identification Number (TIN) from the nearest BIR satellite or regional district office.
- Register the business/trade name with the BIR Revenue District Office (RDO) having jurisdiction over the registered address of the business establishment.
- Pay the prescribed fees by the BIR officer to authorized agent banks of the RDO.
Documentation requirements include (i) SEC Certificate of Registration or copy of Application of Registration and Certificate of Business Name Registration from SEC; (ii) Mayor’s Permit or Application for Mayor’s Permit; (iii) Residence certificate; (iv) Copy of Audited Financial Statement of the parent company; and other supporting documents.
If you need assistance with incorporation in the Philippines, please contact us.