Company Registration in Philippines- An Overview

Philippines is considered as the fifth largest economy in ASEAN. It presents a massive opportunity to entrepreneurs due to its wide market. A company can be formed by a person in Philippines without being physically present. Hence companies can be set up virtually with minimum requirements. In 2019, the government of Philippines ruled out the requirement for foreign companies to appoint board of directors. Hence the overall compliance burden for appointment of directors is not required.

This country consists of three main geographic regions, which include Luzon, Visayas and Mindanao. Manila is considered as the largest business hub in Philippines. Registering a business is quite straightforward in Philippines as there are different forms of business structures which can be explored.

In terms of GDP, the country is showing progressive growth, with the current rate of GDP at 6%. Statistics show that the current rate of GDP is constantly rising. The government of Philippines provides different forms of investment opportunities for foreign entrepreneurs. Hence an investor would want to go for Company Registration in Philippines.

There are different forms of credit rating agencies present in Philippines, which contribute majorly to the financial sector and the development of the economy.

Benefits of Company Registration in Philippines

• Easy Incorporation

It is quite straightforward to go for company incorporation in Philippines. There is no requirement for a foreign resident to be physically present in Philippines for company registration procedure. This makes the procedure more simplified for foreigners to incorporate a company in Philippines. Only a single shareholder and director is required for the process of incorporating a company in Philippines. Registration procedures are mostly digitised hence the process of company incorporation would take less time.

• Great deal of Market Opportunity  

Philippines is ranked 5th in terms of GDP in ASEAN region. GDP growth is at a rapid pace and in 2020 the GDP was 6%. There are different forms of credit rating agencies present in Philippines which contribute to the development of the economy. The government has provided different forms of initiatives for start-ups in Philippines. This would also include the Innovative Start-Up Act and the Philippines Innovation Act which provide different forms of benefits for start-ups. There are different economic zones such as the PEZA which offers different forms of incentives for entrepreneurs.

• Tax Incentives

The government provides different forms of tax incentives to support foreign investment in the country. These incentives include provision of corporate tax holidays, reduced amount of custom duties and excise on import of equipment and raw materials. Foreign investment is supported for medical tourism, IT sector and the BPO sector.

• IT and ICT Centre

The IT and ICT service sector in Philippines is rapidly growing. It is one of the largest centres which outsource work through the processes of BPO, LPO and KPO. It is considered as the global outsourcing hub for different form of companies. It is ranked in the top 10 places for companies to set up BPO operations. The government has developed the PCC (Philippines Cyber Services Corridor) which has the conglomerations of different types of BPO. Hence it would be beneficial to go for the process of company registration in Philippines due to these factors.

• Signatory of Treaties

Philippines is a Signatory of different treaties which allow benefits related to trade to be enjoyed by companies.

Eligible Business Structures for Company Registration in Philippines

The following business structures can be utilised for company registration in Philippines:

• Subsidiary Company

A subsidiary company is a domestic company which is incorporated in Philippines. This company would be separate from the foreign parent company. The liability of this form of entity is limited. To incorporate this form of entity, two promoters would have to sign the articles of incorporation of the subsidiary company. The rules of the Revised Corporation Code would be applicable for company registration in Philippines. There is no limit on the number of shareholders in a subsidiary company. However, if shares are issued to 20 or more shareholders, then it has to register itself with the Philippines Securities and Exchange Commission (SEC). The tax rate which is applicable to subsidiary company is 30%.

• Branch Office

A branch office is considered as a mere extension of the parent company. The liability would not be separate from the parent company. Domestic income from Philippines is derived for the branch office. This company can be formed by taking a resolution at the foreign parent company. A representative or manager has to be appointed to manage this form of entity. The tax rate which is applicable to branch office is 30%.

• Representative Office

A representative office is also a mere extension of the foreign parent company. The liabilities which are borne by the representative office would be a part of the foreign parent company. No corporate tax or Value added tax would be paid by this company, as no forms of profits are derived by this company. However, annual compliance with the Philippines Securities and Exchange Commission (SEC) must be carried out.

• Partnership

A partnership has separate legal entity from the partners. Under the rules of commercial law, the partners are mere agents of the partnership. A foreign company can be a partner of a partnership. However, regulatory consent and permission must be taken from the relevant authority to become a partner. This form of entity must be formed with at least two partners who carry out regular transactions. If a foreign company wants to be a partner, then it must register itself with the SEC. All the partners have to get into a partnership agreement. This agreement is also known as the Articles of the Partnership. The partnership would be taxed at a rate of 30%.

• One Person Corporation (OPC)

The Revised Corporation Code has brought out a different form of entity. As per the above, a single stock holder who subscribes to the shares of this entity would form an OPC. This form of entity can only be started by a trust or a natural person. The individual would be considered as the sole shareholder and the single director of the company. OPC can carry out other appointments such as the company secretary, treasurer and officers within 15 days of the incorporation.

• Area Headquarters

This form of entity would only be considered for the purposes of carrying out administrative work. The liabilities of this administrative branch would be deemed as the liabilities of the foreign head office. Such entities cannot carry out activities. There are different forms of tax incentives granted with respect to the operation of the Area Headquarters.

Minimum Eligibility Criteria for Company Registration in Philippines

The following eligibility criterion has to be sufficed for company registration in Philippines:

Documents required

The following documents are required for Company Registration in Philippines-

• Articles of Incorporation;
• Barangay Clearance which can be obtained from the Barangay Hall;
• Written Rules/ By-laws;
• Treasurer’s Affidavit (written approval);
• Address Proof for Place of Business;
• Endorsement Certificates;
• 2 Valid IDs of Shareholders;
• Tax Identification Number of a local shareholder;
• Official passport copies of foreign shareholders.

Procedure for Company Registration in Philippines

The following procedure has to be utilised for Company Registration in Philippines:

• Name Availability and Reservation

After your business structure has been decided upon, the first step is to register your Business Name and get it approved. The Business Name should be registered with the Security and Exchange Commission.

• Application filing

Application is filed with the concerned authority and the company registration process commences.

• Add Information about the company

In the next step, information about the company must be added. All information which is added would be added to the online form.

• Upload Documents

In the last step, all the documents have to be uploaded for approval. The approval would be provided by the SEC.

Post-Registration Compliances

The following compliances have to be considered for company registration in Philippines:

• Shareholders meeting

A subsidiary company is required to hold an annual general meeting. If stated in the articles of association, then the company requires to have a shareholders meeting.

• Board Meetings

A subsidiary company has to conduct board meetings. If the articles of the company state it then a board meeting has to be carried out.

• Company Tax

Annual Income tax returns have to be filed by the subsidiary office and branch office. Corporation tax levied at the rate of 30% for companies.

• Business Permits

All relevant permits have to be secured from the Bureau of Internal Revenue (BIR), Social Security System (SSS), Philhealth and Pag-Ibig.

• Corporate Compliances

GIS which is the general information sheet and AFS have to be submitted to the SEC. This would only be carried out after it is received by the BIR. Annual registration fee must be paid before 31 January every year.