Foreign Corporation Registration in the Philippines

In our jurisdiction, a foreign corporation may conduct business and earn revenue in the Philippines
either through a branch office or via a foreign owned domestic corporation. Either way, a foreign
corporation must first obtain a license to do business from the Securities and Exchange Commission
(SEC) by submitting a verified application setting forth the required data, including the documentary
requirements listed below:

For a Branch Office, the application must be accompanied by the following:

 Cover Sheet.

 Name Verification Slip.

 F-103 Application form from SEC.

 Authenticated copy of the Article of Incorporation and By-laws.

 Authenticated copy of the Board Resolution setting forth the following:

1. Authorizing the establishment of a branch office in the Philippines;

2. Designating a Resident Agent to whom summons and other legal processes may be
served in behalf of the foreign corporation; and

3. Stipulating that in the absence of such Agent or upon cessation of its business in the
country, any summons or legal processes may be served to SEC as if the same is made
upon the corporation at its home office.

 Audited financial statements which must be authenticated before the Philippine Embassy.

 Compliance with financial ratios in terms of solvency, liquidity and debt to equity.

 Notarized proof of Inward Remittance amounting to 200,000.00 USD

 Affidavit of undertaking to change corporate name.

 Endorsement or clearance from appropriate government agency, if applicable.

 Resident agent’s acceptance of appointment.

A Branch Office is considered an extension of the foreign corporation’s head office and does not need a
separate Articles of Incorporation or directors and officer; hence the head office is fully liable for the
obligations and liabilities of the branch office.

For a Foreign Owned Domestic Corporation, the application must set forth and accompanied by the
following data and documents:
 1. Name Verification Slip from SEC

2. Articles of Incorporation

3. By-laws

4. Undertaking to change corporate name

5. Treasurers Affidavit

6. Authorization to verify bank accounts

7. Minimum capital requirement of USD 200,000.00

8. Minimum of 5 natural persons to act as incorporators and directors; majority of them must be a
resident of the Philippines.

9. A Corporate Secretary who must be a Filipino citizen and a resident of the Philippines.

A foreign owned domestic corporation has a juridical personality separate and distinct from that of its
shareholders; hence its liabilities are limited only to its equity in the country.

If all the legal requirements are met, a corresponding certificate of incorporation/license will be issued.
After which, the corporation must register with the BIR and secure local permits from the local
governments of the place where it intends to do business. Likewise, the corporation must regularly
comply with other post registration requirements with SEC and in case of a branch office, the
corporation must deposit with the SEC securities in the amount of Php 100,000.00.

Furthermore, a foreign corporation can only do business in the Philippines if their home country allows
Filipino citizens to invest therein. This is in accordance with the policy of the state to allow investments
only from countries that observes reciprocity.

Please take note that some industries and businesses are reserved only for Filipino citizens and some
requires a certain ratio of foreign equity. Therefore, foreign investments are restricted or entirely
prohibited thereat. Please refer to the latest Foreign Investment Negative List (E.O 065 series 2018) to
determine if the purpose/activity areas intended by the foreign corporation are open for investment.