Legal Documents Needed to Organize a Business in the Philippines

In previous articles, I discussed the different kinds of business organizations that may be established in the Philippines for the purpose of business, as well as the essential legal requirements (i.e., permits and licenses) necessary before a business can operate in the Philippines.

In this article, I will discuss the legal documents that need to be submitted to the applicable government agency in order to organize a business in the Philippines. The legal documents depend on the kind of business organization which one wants to establish.

A. Sole proprietorship

For citizens of the Philippines, the legal documents needed in order to register a sole proprietorship with the Department of Trade and Industry (DTI) are the following:

1. Duly accomplished PBR Sole Proprietorship New Application Form;
2. A valid government-issued identification card of the sole proprietor.

For non-citizens, the legal documents to be submitted to the DTI are as follows:

1. Interview sheet with interviewer’s findings & recommendation;

2. Duly accomplished application forms:

i. Form No. 16A (Business Name Application for Sole Proprietorship);
ii. Form No. 17 (Application for Certificate of Authority);

3. Pictures (passport size)

i. Foreign Investor: 7 copies;
ii. Filipino resident agent: 5 copies;

4. Alien Certificate of Registration (ACR) or Special Investors Resident Visa (SIRV);

5. Notarized appointment of Filipino resident agent;

6. For non-resident alien: proof of inward remittance of foreign currency with Peso conversion;

7. For resident alien: bank certificate of deposit;

8. Authority to verify bank accounts or bank certificate of deposit, whichever is applicable;

9. Certification from resident alien not seeking remittance of profits and dividends abroad;

10. If investment includes assets other than foreign exchange: a copy of the valuation report from Bangko Sentral ng Pilipinas;

11. Clearance or certification from other involved agencies, if applicable.

The application forms, interview sheet, template appointment of resident agent, template proof of inward remittance, template bank certificate of deposit and other template forms mentioned above may be obtained from the nearest DTI office.

All documents executed and notarized abroad must be duly authenticated by the proper Philippine Embassy or Consulate.

B. Partnership

The legal documents to be submitted to the Securities and Exchange Commission (SEC) in order to register a partnership are as follows:

1. Name Verification Slip;

2. Articles of Partnership;

3. Joint affidavit of 2 partners to change partnership name (not required if already stated in Articles of Partnership);

4. Endorsement or clearance from other government agencies, if applicable;

5. For partnership with foreign partners: SEC Form No. F-105.

The Name Verification Slip is obtained after reserving a partnership name online through www. sec.gov.ph or by going to the SEC office.

All the other documents mentioned above may be downloaded from www.sec.gov.ph, obtained from the nearest SEC office, or drafted by professional advisors or consultants.

A list of businesses requiring endorsement or clearance from other government agencies may be seen at www.sec.gov.ph.

Corporation

The legal documents to be submitted to the SEC in order to register a stock corporation are as follows:

1. Name Verification Slip;

2. Articles of Incorporation;

3. By-laws;

4. Treasurer’s Affidavit;

5. Joint affidavit of two incorporators to change corporate name (not required if already stated in the Articles of Incorporation);

6. Cover sheet for registration;

7. For corporations with more than 40% foreign equity: SEC Form No. F-100;

8. Endorsement or clearance from other government agencies, if applicable.

The Name Verification Slip is obtained after reserving a partnership name online through www. sec.gov.ph or by going to the SEC office.

All the other documents mentioned above may be downloaded from www.sec.gov.ph, obtained from the nearest SEC office, or drafted by professional advisors or consultants.

A list of businesses requiring endorsement or clearance from other government agencies may be seen at www.sec.gov.ph.

It should be noted that there are additional documentary requirements to be submitted to the SEC if the incorporators’ payment for their subscription (i.e., shares of stock) is other than cash, such as land, building, machinery, shares of stock and other types of payment in kind.

D. Branch Office and Representative Office

The legal documents to be submitted to the SEC in order to register either a branch or representative office are as follows:

1. Name Verification Slip;

2. Duly accomplished application form

i. SEC Form F-103 for Stock Branch Office;
ii. SEC Form F-104 for Stock Representative Office;

3. Authenticated copy of the board resolution:

i. Authorizing the establishment of the branch or representative office in the Philippines;
ii. Designating the resident agent to whom summons and other legal processes may be served in behalf of the foreign corporation;
iii. Stipulating that in the absence of such resident 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 foreign corporation at its home office;

4. Authenticated copy of the Articles of Incorporation or Articles of Partnership with an English translation thereof if in foreign language other than English;

5. Financial Statements

i. For the immediately preceding year at the time of filing of the application;
ii. Audited by an independent Certified Public Accountant of the home country;
iii. Authenticated before the Philippine Consulate or Embassy;

6. For a stock branch office, the following financial ratios must be complied with:

7. Notarized proof of inward remittance such as bank certificate of inward remittance or credit advices, in the following amounts:

8. Affidavit of undertaking to change corporate name (not required if already stated in the application form);

9. Resident agent’s acceptance of appointment (not required if resident agent is the signatory in the application form)

10. Endorsement or clearance from appropriate government agencies, if applicable.

It must be noted that if solvency ratio submitted by an applicant for the registration of a stock branch office is not within the benchmark value as described above, the application will be rejected by the SEC. If the liquidity ratio and/or the debt to equity ratio is/are not within the benchmark value, the applicant will be required to submit a surety bond in the amount of Php1,000,000.

E. Regional or Area Headquarters (RHQ) and Regional Operating Headquarters (ROHQ)

The legal documents to be submitted to the SEC in order to register either a RHQ or ROHQ are as follows:

1. Name Verification Slip;

2. Application form;

3. Certification from the Philippine Consulate or Embassy or the Philippine Commercial Office or from the equivalent office of the Philippine DTI in the applicant’s home country that said foreign firm is an entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia Pacific Region and other foreign markets; in case the Certification is issued by the equivalent office of the DTI, the same shall be authenticated by the Philippine Consulate or Embassy;

4. Authenticated certification from principal officer of the foreign entity to the effect that the said foreign entity has been authorized by its board of directors or governing body to establish its RHQ or ROHQ;

5. Affidavit of undertaking to change corporate name (not required if already stated in the application form);

6. Endorsement by the Board of Investments;

7. Endorsement or clearance from appropriate government agencies, if applicable.

It must be noted that the RHQ is subject to the requirement of a minimum annual inward remittance of US$50,000 while the ROHQ a minimum initial inward remittance of US$200,000.