I.

Summary
ROHQ
Allowed Activities An ROHQ may perform the following qualifying services for its affiliates,
subsidiaries, and branches in the Philippines:
(1) General administration and planning;
(2) Business planning and coordination;
(3) Sourcing or procurement of raw materials components;
(4) Corporate finance advisory services;
(5) Marketing control and sales promotion;
(6) Training and personnel management;
(7) Logistic services;
(8) Research and development services and product development;
(9) Technical support and maintenance;
(10) Data processing and communication; and
(11) Business development.
Prohibited Activities
or Businesses
An ROHQ is prohibited from offering qualifying services to entities other than
their affiliates, branches or subsidiaries.

It is also prohibited from, directly or indirectly, doing the following, whether on
behalf of its mother company, branches, affiliates, subsidiaries or any other
company: (1) Soliciting or marketing goods and services; and (2) Engaging in the
sale and distribution of goods and services.
Relationship with the
Head Office/Foreign
Company
An ROHQ serves as the head offices back office since the services rendered by
an ROHQ should only be for the benefit of its affiliates, subsidiaries, and
branches.
Capitalization
Requirement
A minimum of US$200,000 remittance from the head office, within 30 days
from the receipt of the Certificate of Registration and License from the SEC.
Licenses Required Certificate of Registration and License from the SEC
Reportorial
Requirements
An ROHQ must submit the following reports to the SEC and the BOI:
(1) GIS, within 30 days after the issuance of the Certificate of Registration
and License;
(2) GIS, within 30 days from the anniversary date of the issuance of the
Certificate of registration and License;
(3) FS stamped received by the BIR, within 120 days after the end of the
fiscal year indicated in the FS.

Income Tax Rate and
Base
10% of the taxable income
Incentives An ROHQ may avail of the following incentives:
(1) Preferential income tax rate of 10% of taxable income;
(2) Exemption from local taxes, fees or charges imposed by a local
government unit except real property tax on land improvements and
equipment;
(3) Tax and duty free importation of equipment and materials for training
and conferences which are not locally available, subject to prior approval
of the Board of Investments.


II. Procedure

As with any new corporation, the foreign entity must first secure a Name Verification Slip. Thereafter,
the following documentary requirements must also be submitted to the SEC in order to obtain a
Certificate of Registration and License:

1) SEC Application Form for ROHQ This is the application form for a foreign corporation that
intends to establish an ROHQ the Philippines. It is executed in three copies, each of which must
be sworn to before a notary public.
2) Authenticated Certification of international trade This refers to the certification from the
Philippine Consulate or Embassy, the Philippine Commercial Office or the equivalent office of
the Philippine Department of Trade and Industry in the applicants home country. The
document must certify that the entity is engaged in international trade with its affiliates,
subsidiaries or branch offices in the Asia Pacific and other foreign markets.
3) Authenticated Certification of authority This refers to the certification from the principal
officer of the foreign entity that the said entity has been authorized by its board of directors or
governing body to establish an ROHQ in the Philippines.
4) Endorsement from the Board of Investments.

Please note that all documents executed abroad should be authenticated by the Philippine Embassy or
Consulate in the country where the document was executed.

After the submission of the foregoing documents, the filing fees must be paid in the estimated amount
of:

Filing Fee 1% of the actual inward remittance converted into
Philippine currency, but not less than 1% of the
Philippine currency equivalent of US200,000
Legal Research Fee 1% of the filing fee, but not less than Php10