organized under foreign laws

Branch Office

A Branch office is a foreign corporation organized and existing under foreign laws that carries out business activities of the head office and derives income from the host country. It is required to put up a minimum paid in capital of US$200,000.00, which can be reduced to US$100,000.00 if (a) activity involves advanced technology, or (b) company employs at least 50 direct employees. Registration with the SEC is mandatory.

The application to register a branch office in the Philippines must be filed at the Securities and Exchange Commission (SEC).

Documentary Requirements:

  1. Form F103
  2. Name Verification Slip
  3. Authenticated copy of Board Resolution authorizing establishment of office in the Philippines designating resident agent and stipulating that in absence of such agent or upon cessation of business in the Philippines any summons may be served to SEC as if the same is made upon the corporation at its home office.
  4. Financial Statements as of a date not exceeding one year immediately prior to the application certified by independent CPA of home country and authenticated before the Philippine Consulate/Embassy.
  5. Authenticated copies/Certified copies of the Articles of Incorporation/Partnership
  6. Proof of inward remittance (US$200K) minimum
  7. Resident Agent’s acceptance of appointment (if not signatory in application form)

Application Procedure:

  1. Verify/reserve proposed name
  2. Get F-103 form from CRMD
  3. Present accomplished forms/docs for pre-processing at CRMD
  4. Pay filing fees to cashier v. Claim license from Records Division

Processing time: Within 3-5 days from filing

Representative Office

A Representative Office is foreign corporation organized and existing under foreign laws. It does not derive income from the host country and is fully subsidized by its head office. It deals directly with clients of the parent company as it undertakes such activities as information dissemination, acts as a communication center and promote company products, as well as quality control of products for export. It is required to have a minimum inward remittance in the amount of US$30,000.00 to cover its operating expenses and must be registered with SEC.

Documentary Requirements:

  1. Form F-104
  2. Name Verification Slip
  3. Authenticated copy of Board Resolution authorizing establishment of office in the Philippines; designating resident agent & stipulating that in absence of such agent or upon cessation of business in the Phil. Any summons may be served to SEC as if the same is made upon the corporation at its home office.
  4. Financial Statements as of a date not exceeding one year immediately prior to the application, certified by independent CPA of home country and authenticated before the Philippine consulate/embassy.
  5. Affidavit executed by the resident agent stating that mother office is solvent and in sound financial condition
  6. Authenticated copies of Articles of Incorporation with an English translation if in foreign language other than English
  7. Proof of inward remittance (US$30K) minimum such as bank certificate.
  8. Resident Agent’s acceptance of appointment (if not signatory in application form)

Application Procedure:

  1. Verify/reserve proposed name
  2. Get F-104 form from CRMD
  3. Present accomplished forms/docs for pre-processing at CRMD
  4. Pay filing fees to cashier
  5. Claim license from Records Division

Processing time: Within 2 days from filing

Regional Headquarters / Regional Operating Headquarters

Under RA 8756, any multinational company may establish an RHQ or ROHQ as long as they are existing under laws other than the Philippines, with branches, affiliates and subsidiaries in the Asia Pacific Region and other foreign markets.

Regional Headquarters (RHQS)
  • An RHQ undertakes activities that shall be limited to acting as supervisory, communication and coordinating center for its subsidiaries, affiliates and branches in the Asia-Pacific region.
  • It acts as an administrative branch of a multinational company engaged in international trade.
  • It does not derive income from sources within the Philippines and does not participate in any manner in the management of any subsidiary or branch office it might have in the Philippines.
  • Required inward remmitance of US$50,000.00 annually to cover operating expenses.
Regional Operating Headquarers (ROHQS)
  • An ROHQ performs the following qualifying services to its affiliates, subsidiaries, and branches in the Philippines.
    • General administration and planning
    • Business planning and coordination
    • Sourcing/procurement of raw materials components
    • Corporate finance advisory services
    • Marketing Control and sales promotion
    • Training and personnel management
    • Logistic services
    • Research and development services and product development
    • Technical support and communications
    • Business development
  • Derives income in the Philippines
  • Required capital: US$200,000.00 one-time remittance

Documentary Requirements:

  1. Application Form for RHQ/ROHQ
  2. Name Verification Slip
  3. Authenticated certification that foreign firm is engaged in international trade with affiliates, subsidiaries, or branch offices in the Asia Pacific region & other foreign markets.
  4. Authenticated certification from principal officer of foreign entity that it was authorized by its Board of Directors or governing body to establish RHQ in the Philippines
  5. BOI endorsement indicating its approval of RHQ/ROHQ

Application Procedure:

  1. Verify/reserve proposed name
  2. Get application form from CRMD
  3. Get BOI endorsement
  4. Present accomplished forms/docs for pre-processing at CRMD
  5. Pay filing fees to cashier vi. Claim license from Records Division

Processing time: Within 1 day from filing

Foreign Partnership

Documentary Requirements:

  1. Name of verification slip
  2. Get F-105 Form from CRMD
  3. Articles of Partnership
  4. Written joint undertaking to change corporate name signed by two (2) incorporators/Directors
  5. Clearance/endorsement from other govt. agencies, if applicable.
  6. Proof of remittance of foreign partners (only for those partners who want to register their investments with BSP)

Application Procedure:

  1. Verify/secure proposed name
  2. Buy articles of Partnership forms from the Express lane
  3. Get FIA Form 105 from CRMD
  4. Get endorsement of other government agencies, if needed
  5. Present accomplished forms/docs for pre-processing at CRMD
  6. Pay filing fees to cashier
  7. Claim Certificate of Incorporation from releasing Unit, Records Division.

Processing time: Within 24 hours from filing

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