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Remember that the tax code only defined non resident aliens doing
business in the Philippines – that is, if their stay exceeds 180 days at the
aggregate. However, the tax code nor the corporation code does not
distinguish between a foreign corporations doing business from those
which are not. Well, good news to everyone since the Foreign Investments
Act defined it.
After the submission of the foregoing and compliance with all the
requirements of law, the SEC shall now issue a license to transact
business in the Philippines for the purpose(s) specified in such
license. The foreign corporation may now do business in the Philippines
unless its franchise is surrendered, revoked, suspended or annulled.
On the other hand, the SEC may, at its discretion, release a part of the
additional securities deposited to the licensee if its gross income has
decreased, or if the actual market value of the total securities on
deposit has increased, by more than 10% of the actual market value of
the securities at the time they were deposited; and, the licensee shall
be entitled to collect the interest or dividends on the securities deposited.
In the event the licensee ceases to do business in the Philippines, the
securities deposited as aforesaid shall be returned, upon the
licensee’s application therefor and upon proof that the licensee has
no liability to Philippine residents, including the Government of the
Republic of the Philippines.
Documentary Requirements:
1. Form F-100
2. Name Verification Slip
3. Articles of Incorporation and By-Laws
4. Treasurer’s Affidavit / Authority to verify bank account
5. Bank Certificates of Deposit notarized in the place where the bank
signatory is assigned
6. Written Joint Undertaking to change corporate name signed by
two Incorporators/Directors
7. Proof of Inward Remittance by Non-Resident Aliens & Foreign
Corporation
Application Procedure:
1. Verification/Reservation of proposed name
2. Accomplishment of F-100 FORM from SEC (specifically in its
Company Registration and Monitoring Department)
3. Submission of Documentary Requirements
4. Payment of Filing Fees
5. Issuance of Certificate of Incorporation
Documentary Requirements:
1. Form F-103
2. Name Verification Slip
3. Authenticated/Certified copies of Articles of Incorporation or
Partnership
4. Authenticated copy of Board Resolution authorizing
establishment of office in the Philippines designating a resident
agent plus a stipulation that “in the absence of a resident agent, or
upon cessation of business, in the Philippines, any summons or
notices may be served to SEC as if the same is made upon the
corporation at its home office.”
5. Financial Statements dated not exceeding 1 year immediately
prior to the application certified by independent CPA of home
country and authenticated before the Philippine
Consulate/Embassy.
6. Acceptance of appointment by Resident Agent, if not signatory
in the application form (F-103)
7. Proof of Inward Remittance.
Application Procedure:
1. Verification/Reservation of proposed name
2. Accomplishment of F-103 FORM from SEC (specifically in its
Company Registration and Monitoring Department)
3. Submission of Documentary Requirements
4. Payment of Filing Fees
5. Issuance of Certificate of Incorporation
Documentary Requirements:
1. Form F-104
2. Name Verification Slip
3. Authenticated/Certified copies of Articles of Incorporation, plus
English translation if necessary.
4. Authenticated copy of Board Resolution authorizing
establishment of office in the Philippines designating a resident
agent plus a stipulation that “in the absence of a resident agent, or
upon cessation of business, in the Philippines, any summons or
notices may be served to SEC as if the same is made upon the
corporation at its home office.”
5. Financial Statements dated not exceeding 1 year immediately prior
to the application certified by independent CPA of home country
and authenticated before the Philippine Consulate/Embassy.
6. Affidavit executed by resident agent stating that mother office
is solvent and in sound financial condition.
7. Acceptance of appointment by Resident Agent, if not signatory in
the application form (F-104).
8. Proof of Inward Remittance of at least USD 30,000.00.
Application Procedure:
1. Verification/Reservation of proposed name
2. Accomplishment of F-100 FORM from SEC (specifically in its
Company Registration and Monitoring Department)
3. Submission of Documentary Requirements
4. Payment of Filing Fees
5. Issuance of Certificate of Incorporation
Registration Procedure
Documentary Requirements:
1. Application Form for RHQ/ROHQ
2. Name Verification Slip
3. Authenticated Certification from its Philippine Trade
Representative that “the foreign firm is engaged in
international trade w/ affiliates, subsidiaries, or branch offices in
the Asia Pacific region & other foreign markets.”
4. Authenticated Certification from its principal officer that
“applicant is authorized by their Board of Directors or governing
body to establish RHQ/ROHQ in the Philippines”.
5. Endorsement of the BOI indicating its approval of RHQ/ROHQ
Application Procedure:
1. Verification/Reservation of proposed name
2. Accomplishment of RHQ/ROHQ Form
3. Procurement of Board of Investment endorsement
4. Submission of Documentary Requirements
5. Payment of Filing Fees
6. Issuance of Certificate of Incorporation
AMENDMENTS
REVOCATION OF LICENSE
1. Failure to file its annual report or pay any fees as required by this
Code;
2. Failure to appoint and maintain a resident agent in the Philippines as
required by this Title;
3. Failure to submit to the Securities and Exchange Commission a
statement of change of its resident agent or of his address, if any, as
required by this Title;
4. Failure to submit to the Securities and Exchange Commission an
authenticated copy of any amendment to its articles of incorporation
or by-laws or of any articles of merger or consolidation within the time
prescribed by this Title;
5. A misrepresentation of any material matter in any application, report,
affidavit or other document submitted by such corporation pursuant to
this Title;
6. Failure to pay any and all taxes, imposts, assessments or penalties, if
any, lawfully due to the Philippine Government or any of its agencies or
political subdivisions;
7. Transacting business in the Philippines outside of the purpose or
purposes for which such corporation is authorized under its license;
8. Transacting business in the Philippines as agent of or acting for and in
behalf of any foreign corporation or entity not duly licensed to do
business in the Philippines; or
9. Any other ground as would render it unfit to transact business in the
Philippines. (n)
1. All claims which have accrued in the Philippines have been paid,
compromised or settled;
2. All taxes, imposts, assessments, and penalties, if any, lawfully due to
the Philippine Government or any of its agencies or political subdivisions
have been paid; and
3. The petition for withdrawal of license has been published once a
week for three (3) consecutive weeks in a newspaper of general
circulation in the Philippines.