Corporate Registration

We provide end to end business registration for companies trying to set up a company in the Philippines.

 

Corporate Registration

What is a Corporation?

  • A corporation is a legal entity that is separate and distinct from its owner or incorporators. 
  • It has legal rights and obligations similar to an individual.
  • It can enter into contracts, loan, hire employees, pay taxes, etc.
  • It is formed by at least two (2) individual called incorporators.
  • The ownership of a corporation is divided into shares of stock. 
  • A corporation issues the stock to individuals or other businesses, who then become owners or stockholders, of the corporation.

 

Advantages of a Corporation

  • The risk and liability is limited only to the corporation. Owners are not personally liable.
  • It is easy to increase capital through issuance of stocks to investors
  • It can be pass on to different owners
  • It can exist indefinitely
  • It has the capacity to act independently similar to individual
  • The management or decision making is shared by the board of directors, not sole individual.

 

Disadvantages of a Corporation

  • More costly to set-up than a sole proprietor
  • It is mandated by more government reportorial requirements and laws
  • Higher capital requirement and operating cost
  • Higher tax rates
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Different CORPORATE set-up in the Philippines

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One Person Corporation

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Stock at least 2

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Non Stock

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Foreign Representative/Foreign Branch

ONE PERSON CORPORATION

1. Certification from Incorporator as attestation of truthfulness for all data provided.

2. Cover Sheet

3. Articles of Incorporation

  • Name of OPC (with meaning if applicable)
  • Purpose
  • Place of Incorporation
  • Complete Name, address & TIN of Single Stockholder
  • Authorized Capital Stock
  • Subscribed Capital Stock
  • Paid-up capital
  • Complete name, address and TIN of Treasurer
  • Complete name, address and TIN of Secretary
  • Nominee (complete name, address & TIN)
  • Alternate Nominee (complete name, address & TIN)
  • Acceptance Letter from Nominee and Alternate Nominee
  • Complete name, address and TIN of Treasurer
  • Complete name, address and TIN of Secretary
  • Complete name, address and TIN of President
  • Complete name, address and TIN of Chairman

Note: If foreign incorporator, passport number, local and foreign address  

4. Bylaws Annual meeting

5. Treasure's affidavit

6. Affidavit of accuracy of contents

7. Affidavit of incorporator certifying correctness and authenticity

Additional requirements: 

Secondary endorsement if purpose falls within the scope that needs additional endorsement from designated Government agencies such as Marina, DOE, PEZA. 

ORDINARY STOCK (2-15 stockholder)

1. Cover sheet

2. Articles of Incorporation

  • Name
  • Purpose
  • Complete address
  • Authorized Capital Stock
  • Subscribed Capital Stock
  • Paid-up capital
  • List of Incorporators (Name, address, TIN, Subscribed capital & paid-up capital)

DOCUMENTARY REQUIREMENTS FOR NON-STOCK CORPORATION 

1. Name Verification Slip 

2. Articles of Incorporation (AI) and By-laws (BL) 

3. Joint affidavit of two incorporators to change corporate name (not required if already stated in AI)  

4. List of members certified by the corporate secretary, unless already stated in the Articles of Incorporation; and  

5. List of the names of contributors or donors and the amounts contributed or donated certified by the treasurer. There is no fixed amount of contribution required but only  such  reasonable  amount as  the incorporators  and  trustees may deem sufficient  to  enable  the  corporation  to  start  operation, except  in  the  case  of foundations which must have a minimum contribution of at least One Million Pesos (P1,000,000.00) 

 

Foreign Representative

1. Cover Sheet

2. Name Verification Slip

3. Application Form

  • F-103 for stock branch office
  • F-104 for stock representative office

4. Authenticated copy of the Board Resolution

  • Authorizing the establishment of the Branch/Representative Office in the Philippines
  • Designating the Resident Agent to whom summons and other legal processes may be served in behalf of the foreign corporation; and
  • Stipulating that in the absence of such Agent or upon cessation of its business in the Philippines, any summons or legal processes may be served to SEC as if the same is made upon the corporation at its home office

5. Authenticated copy of the Articles of Incorporation/Partnership with an English translationthereof if in foreign language other than English 

6. Financial Statements

        i. For those whose home country REQUIRES Audited Financial Statements, the applicant shall submit financial statements:

  • For the immediately preceding year at the time of filing of the application
  • Audited by an independent Certified Public Accountant of the home country
  • Authenticated before the Philippines Consulate/Embassy

       - If the date of the AFS exceeds the one year requirement the applicant shall submit

  • Authenticated Audited Financial Statements that are availble as of date of filing and the application; and
  • Authenticated unaudited Financial statements (AUFS) as of date not exceeding one (1) year immediately prior to the filing of the application signed by an officer of the foreign corporation

        ii. For those whose home country does NOT REQUIRE Audited Financial Statements, the applicant shall submit financial statement:

  • Authenticated unaudited Financial Statements as of the date not exceeding one (1) year immediately prior to the filing of the application; and
  • Authencated Certification signed under oath by an officer of a responsible regulatory institution or by the applicant's legal counsel that the applicant is not required to prepare and submit audited financial statements, with citation of the law or regulation on which it is based. (attach the print out of the law for verification purposes)

 

Compliance with Financial ratios

       a.  STOCK BRANCH OFFICE


Ratio
Formula
Benchmark Value
Solvency
Total assets/total liabilities
1:1
Liquidity
Current assets/current liabilities
1:1
Debt to equity
Total liabilities/equity
3:1


       b.  STOCK REPRESENTATIVE OFFICE 

            NON-STOCK BRANCH OFFICE

            NON-STOCK REPRESENTATIVE OFFICER


Ratio
Formula
Benchmark Value
Solvency
Total assets/total liabilities
1:1



 

7. Notarized proff of Inward Remittance such as bank certificate of inward remittance or credit advances (for stock branch/representative office)

8. Affidavit of undertaking to change corporate name (not required if already stated in the Application Form)

9. Resident Agent's accepatance of appointment (not required if Resident Agent Agent is the signatory in the Application Form)

10. Endorsement/ clerance from appropriate government agencies 

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