Registration of Articles of Incorporation and By-Laws

1. What is a Corporation?
A juridical person created by operation of law and registered with the Securities
and Exchange Commission.

2. What is a stock corporation?

A corporation with authorized capital stock dividend into shares of stock either
with or without par value. A stock corporation is engaged in income generating
activities and is authorized to declare dividends.

3. What is a non-stock corporation?

A corporation with no authorized capital stock. It is organized for charitable,
religious, educational, professiona, cultural, fraternal, literary, scientific, social
civil service, or similar purposes, like trade, industry, agricultural and like
chambers, or any combinations thereof.

4. When is a corporation deemed to have a juridical personality?

A corporation is deemed imbued with juridical personality from the time the
Certificate of Incorporation is issued by the Securities and Exchange
Commission.

5. What are the requirements for registration of a corporation?

A. Stock Corporation
B. Non-Stock Corporation
C. Foreign Corporation

6. Where can the proposed corporate or partnership name be verified?

The proposed corporate or partnership name can be verified online via Iregister
system of SEC; or thru Name Verification Unit at G/F Secretariat Building,
PICC Complex, Roxas Boulevard Pasay City; or thru Satellite Offices and SEC
Extension Offices.

7. If the proposed name is verified and reserved online, does this still need
confirmation from Name Verification Unit or SEC Satellite/Extension
Offices?
Company names reserved online must be confirmed at the Name Reservation
Unit, G/F Secretariat Building, PICC Complex, Roxas Boulevard Pasay City or
at any of the SEC Satellite Offices within four (4) calendar days from date of
online reservation. Non-confirmation of reservation within the specified period
will forfeit the online reservation. Confirmation is required because the
Corporation Code of the Philippines, Sec. 18 provides that No corporate name
 may be allowed by the Securities and Exchange Commission if the proposed
name is identical or deceptively or confusingly similar to that of any existing
corporation or to any other name already protected by law or is patently
deceptive, confusing or contrary to existing laws. Compliance therewith
compels us to personally determine if reserve names are not deceptively or
confusingly similar or patently deceptive or confusing to other registered
entities. After confirmation, applicant must secure a Reservation Payment
Confirmation. A mere Reservation Notice is not sufficient for the acceptance of
any application for registration, or change of name of a corporation or
partnership. Once the Reservation Payment Confirmation has been issued, the
reservation fee must be paid at the Cashier, SEC Main Office or at any of the
designated Landbank branches.

8. If the proposed name has been allowed for use, would there be fees required
to reserve and where shall the payment be made?
Yes.To reserve a name the SEC collects P100.00 as reservation fee for thirty
days. The payment can be thru SEC Cashier or thru on collection systems of
Landbank.

9. Does SEC have online fill-out form for the AI-BL?

A. Stock Corporation
B. Non-Stock Corporation
C. Foreign Corporation

10. What are the contents of the AI?

The contents of the AI are the following:
a)The name of the corporation
b)The specific purpose or purposes for which the corporation is being
incorporated
c)The place where the principal office of the corporation is to be located, which
must be within the Philippines
d)The term of which the corporation is to exist
e)The names, nationalities and residences of the incorporators
f)The number of directors or trustees, which shall not be less than five (5) nor
more than fifteen (15)
g)The names, nationalities and residences of persons who shall act as directors
or trustees until the first regular directors or trustees are duly elected and
qualified
h)If it be a stock corporation, the amount of its authorized capital stock in
lawful money of the Philippines, the number of shares into which it is divided,
and in case the share are par value shares, the par value of each, the names,
nationalities and residences of the original subscribers, and the amount
subscribed and paid by each on his subscription, and if some or all of the shares
 are without par value, such fact must be stated.
i)If it be a non-stock corporation, the amount of its capital, the names,
nationalities of the contributors and the amount contributed by each
j)The name of the treasurer-in-trust
k)Tranfer clause
l)Such other matters as are not inconsistent with law and which the
incorporators may deem necessary and convenient
11. Is there a rule on the approval of the corporate and partnership names?
Yes. The Corporation Code of the Philippines provides in Section 18 that no
corporate name may be allowed by the SEC if the proposed name is identical or
deceptively or confusingly similar to that of any existing corporation or to any
other name already protected by law or is patently deceptive, confusing or
contrary to existing laws.

12. Does SEC have guidelines on the approval of corporate and partnership
names?
Yes. In implementing Section 18 of the Corporation Code, the Commission has
adopted Guidelines in the approval of corporate and partnership names.
13. What do you mean by incorporators?
Are the individual persons originally forming the corporation and are the
signatories in the Articles of Incorporation.
14. What are the requirements on incorporators?
All incorporators must be natural persons, of legal age, their number must be at
least five (5) and not more than fifteen (15), every incorporator is subscriber of
at least one share, and majority of the incorporators are residents of the
Philippines.
15. Are foreigners allowed as incorporators?
Yes provided that all requirements for incorporators are complied with and
provided further that the business activity of the corporation is not fully
reserved for Filipino ownership.

16. Can all incorporators be foreigners?

Yes. Provided that all the requirements for incorporators under the Corporation
Code are complied with and this is true for registration under the Foreign
Investment Act of 1991 as amended by RA 8179.

17. How many Directors/trustees may a corporation have?

For a stock corporation, the number of directors must be at least five (5) but not
more than fifteen (15). For a non-stock corporation, the number of trustees must
 be at least five (5) and could be more than fifteen. For religious societies, the
number of trustees must be at least five (5) but not more than fifteen (15). For
non-stock educational corporation, the number of trustees must be at least five
(5) but not more than fifteen (15) and the number of trustees must be in
multiples of five (5). And, for a corporation sole, the trustee is only one (1).
18. What are the requirements on directors/trustees?
a)Natural person and is of legal age
b)Compliant with the required number required under the Corporation Code
c)Majority of the directors are residents of the Philippines
d)Holder of at least one share or a member in case of non-stock corporations
e)Not convicted by final judgement of an offense punishable by imprisonment
for a period exceeding six years, or a violation of the Code committed within
five (5) years prior to the date of his election or appointment.

19. What is the difference between directors and trustees?

For stock corporations, the appropriate term is "director". For non-stock
corporations the appropriate term is "trustees". In a non-stock corporations
however, the trustees may be called by other than trustees (i.e. directors)
provided that the term used is identified as such in the Articles of Incorporation
referring to trustees.
20. Can foreigners be elected as director?
Yes. Except in corporations whose business activities are hundred percent
reserved for Filipinos.
21. Is there any limit on the number of seat for foreigners in the board?
Yes. If the business activity is partly nationalized, the number of seat for
foreigners in the board of directors is in proportion of their present foreign
equity to the number of directors as stated in the Articles of Incorporation.
Also, the number of their seats should not exceed the proportion of the
allowable foreign equity to the number of the directors in the AI in accordance
with Anti-Dummy Law.

22. If the corporation is registered under the Foreign Investment Act, can
foreigners be all the directors?
Yes. It is subject however to compliance with the requirements of the
Corporation Code on Directors (i.e. majority are residents of the Philippines).

23. Can foreigner sit as trustee in a non-stock corporation?

Yes. If its a non-stock corporation and is engaged in partially nationalized
activities, the foreigners number of seat in the trustees should be compliant with
the provision of Anti-Dummy Law.
24. Is there any requirement of the Corporation Code on primary purpose and
secondary purposes to be indicated in the Articles of Incorporation?
Yes. Under Sec. 15 of the Code it states that if there is more than one purpose,
indicate primary and secondary purpose.

25. Is there any limit on number of secondary purposes?

None. As many secondary purposes a corporation would like to engage except
if the business activities in the primary and secondary are prohibited by existing
laws to be in the Articles of Incorporation of one and the same corporate entity.

26. What are business activities not allowed to be in the primary and secondary
purposes at the same time?
a)Business activities of overseas recruitment and travel agency cannot be in
single entity pursuant ot the implementing rules and regulations of the Labor
Code of the Philippines;
b)A corporation sole or religious society and school as the school should be
incorporated distinct with a religious corporation.

27. Are there business activities that no foreign's ownership is allowed?

Yes. These business activities are fully reserved to Filipino citizens as follow:
a)Mass Media
b)Practice of professions
c)Retail trade enterprises with paid-up capital of less than US$2,500,000
d)Private Security Agencies
e)Small scale mining
f)Utilization of marine resources in archipelagic waters, territorial sea, and
exclusive eonomic zone as well as small-scale utilization of natural resources in
rivers, lakes, bays and lagoons
g)Ownership, operation and management of cockpits
h)Manufacture of firecrackers and other pryrotechnic devices.

28. Are there business activities wherein up to twenty five percent (25%)
foreigners ownership is allowed?
Yes. Participation of foreigners to the extent of 25% is allowed in the
following:
a)Private radio communications network
b)Private recruitment whether for local of overseas recruitment
c)Contract for the construction and repair of locally funded public works
d)Contracts for the construction of defense related structures.
29. Are there business activities wherein up to thirty percent foreigner's
ownership is allowed?
Yes. It's the business activity of advertising.
30. Are there business activities wherein up to forty percent of foreigner's
owenship is allowed?
Yes. These business activities are as follows:
a)Exploration, development and utilization of natural resources
b)Ownership of private lands
c)Operation of public utilities
d)Educational institutions other than those established by religious groups and
mission boards
e)Culture, production, milling, processing, trading except retailing of rice and
corn and acquiring, by barter, purchase or otherwise, rice and corn and the by-
products thereof
f)Contracts for the supply of materials, goods and commodities to government-
owned or controlled corporation, company, agency or municipality
g)Facility operator of an infrastructure or a development facility requiring a
public utility franchise
h)Operation of deep-sea commercial fishing vessel
i)Adjustment companies
j)Ownership of condominium units
k)Manufacture, repair, storage, and/or distribution of products and/or
ingredients requiring Philippine National Police (PNP) Clearance
l)Manufacture, repair, storage and/or distribution of products requiring
Deparment of National Defense (DND) clearance
m)Manufacture and distribution of dangerous drugs
n)Sauna and steam bathhouses, massage clinics and like other activities
regulated by law because of risks posed to public health and morals
o)Domestic market enterprises with paid-in equity capital of less than the
equivalent of US$200,000
p)Domestic market enterprises, which involved advanced technology or employ
at least fifty direct employees with paid-in equity capital or less than the
equivalent of US$100,000

31. Are there business activities wherein foreigner's ownership could be more
than forty (40) percent up to one hundred percent?
Yes.
a)Export enterprises and
b)Domestic market enterprises with paid-in equity capital of at least the
equivalent of US$200,000
c)Domestic market enterprises, which involved advanced technology or employ
at least fifty direct employees with paid-in equity capital of at least the
equivalent of US$100,000

32. Are practices of professions allowed in corporate form?

The general rule is NO. However, there are practices of professions allowed
now in corporate form as follow
 a)Practice of architecture
b)Practice of interior design
c)Practice of real estate services
d)Practice of customs brokerage

33. What is authorized capital stock?

This is the total amount of shares a corporation is allowed to issue if the shares
have a par value. If the shares do not have a par value, the corporation does not
have an authorized capital stock but it has an authorized number of shares it
may issue.

34. What is subscribed capital stock?

It refers to the total number of shares issued or subscribed by the stockholders.
35. What do you mean by pre-incorporation subscription?
It refers to the required number of shares to be subscribed for purposes of
incorporation. The pre-incorporation subscription should be stated in the
Articles of Incorporation.
36. Is there a minimum amount of subscribed capital stock?
Yes. Under the Corporation Code, at least 25% of the amount subscribed must
be paid-up.

37. Is there a minimum amount of paid-up capital stock?

Yes. Under the Corporation Code, at least 25% of the amount subscribed must
be paid-up and in no case be less than Five Thousand (P5,000.00) Pesos. The
foregoing amount however shall not apply, if there is a law, rule or regulation
of other regulatory agencies requiring a higher minimum paid-up capital.
38. What is paid-in capital?
It refers to the amount paid by subcribers over and above the par value of shares
or the issue value in no-par value shares.

39. What are the considerations for issuance of shares?

Under Sec. 62 of the Corporation Code, stocks shall not be issued for a
consideration less than the par or issued price thereof. Consideration for the
issuance of stock may be any or a combination of any two or more of the
following:
(1)Actual cash paid to the corporation;
(2)Property, tangible or intangible, actually received by the corporation and
necessary or convenient for its use and lawful purposes at a fair valuation equal
to the par or issued value of the stock issued;
(3)Labor performed for or services actually rendered to the corporation;
 (4)Previously incurred indebtedness of the corporation;
(5)Amounts transferred from unrestricted retained earnings to stated capital;
and
(6)Outstanding shares exchanged for stocks in the event of reclassification or
conversion. Where the consideration is other than actual cash, or consists of
intangible property such as patents or copyrights, the valuation thereof: shall
intially be determined by the incorporators or the board of directors, subject to
the approval by the Securities and Exchange Commission.

40. What is contributed capital?

It refers to the amount contributed to non-stock corporations.
41. Is there a minimum amount for contributed capital in non-stock
corporations?
Any amount will suffice as a general rule. However, in the case of registration
of a "foundation", the minimum contributed capital is P1,000,000.00. The
amount is required to be deposited in the bank in the name of the treasurer-in-
trust. For registration, a bank certificate of deposit is required for the
P1,000,000.00.
42. If the payment is other than cash for shares, what are the additional
requirements for each and every consideration for the issuance of shares?
The additional requirements are as follow:
a.Land and/Building/Condominium unit

1. Detailed schedule of the property showing the registered owner, location

area, TCT/CC No., tax declaration No., and the basis of transfer value
(appraised/market value/assessed value/zonal value) certified by the treasurer

2. Copy of TCT/CCT and tax declaration sheet certified by Register of Deeds

and Assessor's Office, respectively

3. Latest zonal value certfied by BIR, if transfer value is based on zonal value

4. Appraisal report by authorized appraiser, if transfer value is bases on

appraised value (not more than 6 month old)

5. Deed of assignment

6. If property is mortgaged, submit mortgagee/credits certification on the

outstanding loan balance and written consent to the transfer of property

7. For assignment of building where assignsor is nor owner of the land, submit
lease contract on land and consent of landowner to the transfer

8. Affidavit of Undertaking by an incorporator of the corporation to submit the

proof of transfer to the corporation within the prescribed period

a.Untitled Lands

1. Certification of the Barangay Chairman where the property is located, and at

least two (2) adjoinining property owners or possessors, attesting that the
subject land had been in the possessor's open, peaceful, continuous and
uninterrupted exclusive possession in the concept of an owner for at least thirty
(30) years and the possessor had been introduced improvements thereof, if any

2. Duplicate original or certified true copies of the tax declaration sheets

3. Latest realty tax receipts

4. Affidavit by the transferor attesting continuous and open possession of the

property and that the property is not tenanted

5. Affidavit of Non-Tenancy executed by Barangay Chairman of place where

the property is located

6. Duplicate original or certified true copies of any deed, conveyance,

mortgage, lease or other voluntary instrument affecting the property recorded in
the Register of Deeds for the province or city where the land is situated

7. Affidavit executed by the transferor attesting to the:

a. Existence (or non-existence) of easements over the untitled property
b. Kind/description of the easement and its location
c. Whether the transferor is the dominant estate or the servient estate, by virtue
of such easements
8. Under oath undertaking of the tranferor/subscriber to answer for any liability
that the corporation might incur by virtue of the acceptance of said property as
paid-up capital

9. Clearance or certification from the Department of Agrarian Reform (DAR)

attesting the following:
a. There is no other claimant to the untitled land
b. It has not issued any Certificate of Land Ownership Award (CLOA) over the
property to any other party or
c. The land is exempt from the coverage of the Comprehensive Agrarian
Reform Program (CARP)
10. Blue print Survey of the Plan as approved by the Bureau of Lands
11. Detailed schedule of the property showing its registered owner, location,
area, tax declaration number and the basis of tranfers value (market
value/assessed value/zonal value or appraised value)

12. Latest zonal valuation certified by BIR, if transfer value is based on zonal
value

13. Appraisal report by authorized appraiser, if transfer value is based on

appraised value (not more than 6 month old)

14. Deed of assignment

15. Affidavit of undertaking to submit certified true copy of the original

certificate of title in the name of tranferee-corporation within one (1) year from
the date of receipt of the approval of the application

c.Inventories/Furniture/Personal Properties
1. Detailed schedule of the properties showing the description and the transfer
value certified by the treasurer
2. Deed of assignment

d.Heavy Equipment and Machinery

1. Detailed schedule of the property showing the description and transfer value
certified by the treasurer

2. Appraisal report by authorized appraiser (not more than 6 month old). If the
property is imported, valuation-report with description of the property by the
Bangko Sentral ng Pilipinas.

3. Deed of assignment

e.Shares of Stock

1. Detailed schedule of the shares of stock showing the name of stockholder,

stock certificate number, number of shares and the basis of transfer value
whether market or book value certified by the treasurer

2. Audited financial statements of the investee company as of the last fiscal

year stamped received by BIR and SEC

3. Deed of Assignment

4. Certification by the Corporate Secretary of the investee company that the

shares of stock are outstanding in the name of assignor

5. Photocopy of the stock certificate (present original for verification)

6. Latest market quotation in newspaper or certification from stock

exchange/broker as to latest market price of the shares of stock (if listed in the
Stock Exchange)

7. Affidavit of Undertaking by an incorporator of the corporation to submit the

required proof of the transfer within the prescribed period

f.Motor Vehicle

1. Detailed schedule of the motor vehicle showing the registered owner,

make/model, plate number, chassis number, motor number, certificate of
registration number and market value certified by the treasurer

2. Photocopy of the Certificate of Registration and latest Official Receipt of

Registration (present the original for verification)

3. Appraisal report by authorized appraiser (not more than six month old)

4. Deed of assignment

5. Affidavit of undertaking by an incorporator of the corporation to submit the

required proof of transfer within the prescribed period

g.Sea Vessel/Aircraft

1. Detailed schedule of the vessel/aircraft showing registered owner, registry

number, technical description, and appraised value certified by the treasurer

2. Certified true copy of the certificate of ownership

3. Appraisal report by authorized appraiser (not more than 6 month old)

4. Certificate of seaworthiness/airworthiness issued by appropriate government

agency

5. Deed of assignment

6. Affidavit of Undertaking by an incorporator of the corporation to submit the

required proof of transfer within the prescribed period
h.Intangible

1. Photocopy of the System Purchase Agreement or any documents as proof of

ownership (for a software)

2. Copy of certificate of Registration of Intellectual Property Rights, mining

permit for mining claims or rights

3. Appraisal report by an accredited appraisal company or licensed Filipino

mining engineer for mining rights/claims (not more than 6 month old)

4. Deed of Assignment

i.Net Assets (by way of conversion of single proprietorship/partnership into

corporation or by spin-off)

1. Audited Financial Statements (AFS) of single

proprietorship/partnership/division of a corporation for spin-off as of last fiscal
year

2. Long-form audit report of item no. 1

3. Deed of Assignment of the assets and liabilities to the corporation

4. List of creditors showing the amount due to each creditor as of date of the
AFS certified by the auditor or certified under oath by the company accountant
and written consent of creditors

5. Detailed schedule of properties with certificate of registration/title and their

respective book values certified by the company accountant

6. Photocopy of the certificate of registration of the motor vehicles (present

original for verification)

7. Copy of TCT/CCT and tax declaration sheets certified by the Register of

Deeds and Assessor's Office, respectively

8. Photocopy of stock certificate (present original for verification)

9. DTI Certificate of Registration (for single proprietorship)

10. Affidavit of Undertaking by an incorporator of the corporation to submit the

required proof of transfer within the prescribed period
43. What are the classifications of shares of stock?
The shares of stock may be classified as common, founders, preferred, par or
no-par value shares, voting or non-voting shares and redeemable shares.

44. What are the features of common shares?

Common shares must always be voting shares. Common shares can be par
value shares or no-par shares.

45. What are the features of preferred shares?

Preferred shares must always be par value shares. Preferred shares can be
voting or non-voting shares. The preferred shareholders may be given
preference in the distribution of the assets of the corporation in case of
liquidation and in distribution of dividends, or such other preferences as may be
stated in the articles of incorporation.

46. What are the features of founders'shares?

Founders'shares classified as such in the articles of incorporation may be given
certain rights and privileges not enjoyed by the owners of other stocks,
provided that where the exclusive right to vote and be voted for in the election
of directors is granted, it must be for a limited period not to exceed five (5)
years subject to the approval of the Securities and Exchange Commission. The
five-year period shall commence from the date of the aforesaid approval by the
Securities and Exchange Commission.

47. What are the features of redeemable shares?

Redeemable shares may be issued by the corporation when expressly so
provided in the articles of incorporation. They may be purchased or taken up by
the corporation upon the expiration of a fixed period, regardless of the existence
of unrestricted retained earnings in the books of the corporation, and upon such
other terms and conditions as may be stated in the articles of incorporation,
which terms and conditions must also be stated in the certificate of stock
representing said shares.

48. What are the features of no-par value shares?

Shares of capital stock issued without par value shall be deemed fully paid and
non-assessable and the holder of such shares shall not be liable to the
corporation or to its creditors in respect thereto. Shares without par value may
not be issued for a consideration less than the value of Five (5.00) pesos per
share. The entire consideration received by the corporation for its no-par value
shares shall not be available for distribution as dividends.

49. Are there corporate entities not allowed to issue no-par value shares?
 Yes. They are banks, trust companies, insurance companies, public utilities, and
building and loan associations.

50. Do we allow domestic corporations as hundred percent owned by foreigners?

Yes. The registration will be under the Foreign Investment Act of 1991 (FIA),
as amended by R.A. 8179. The Foreign Investment Negative List will serve as
guide to allow registration. The corporation may be registered as export or as
domestic market enterprise.

51. What is an export enterprise under FIA?

The term "export enterprise" shall mean an enterprise wherein a manufacturer,
processor or service (including tourism) enterprise exports sixty percent (60%)
or more of its output, or wherein a trader purchases products domestically and
exports sixty percent (60%) or more of such purchases.

52. What is domestic market enterprise under FIA?

The term "domestic market enterprise" shall mean an enterprise, which
produces goods for sale, or renders services to the domestic market entirely or
if exporting portion of its output fails to consistency export at least sixty percent
(60%) thereof.

53. What are the requirements for treasurer?

Treasurer must be Filipino citizen in corporations with fully or partly
nationalized business activities in view of the provisions of the Anti-Dummy
Law. However, in non-nationalized business activities, the foreigner is allowed
as treasurer.

54. What is a transfer clause?

It is stated as follows in the articles of incorporation: No transfer of stock or
interest which shall reduce the ownership of Filipino citizens to less than the
required percentage of the capital stock as provided by existing laws shall be
allowed or permitted to be recorded in the proper books of the corporation and
this restriction shall be indicted in all stock certificates issued by the
corporation.

55. When is a transfer clause required in the articles of incorporation?

It is required to be set forth in the articles of incorporation of corporations
which will engage in any business or activity reserved for Filipino citizens.

56. Is there a need to have AI notarized?

Yes. Notarial Acknowledgement of the Articles of Incorporation is required
under the Corporation Code.
57. What are the contents of By-laws?
A private corporation may provide in its by-laws for:
(1)The time, place and manner of calling and conducting regular or special
meetings of the directors or trustees;
(2)The time and manner of calling and conducting regular or special meeting of
the stockholders or members;
(3)The required quorum in meeting of stockholders or member and the manner
of voting therein;
(4)The form for proxies of stockholders and members and the manner of voting
them;
(5)The qualifications, duties and compensation of directors or trustees, officers
and employees;
(6)The time for holding the annual election of directors or trustees and the
mode of manner of giving notice thereof
(7)The manner of election or appointment and the term of office of all officers
other than directors or trustees;
(8)The penalties for violation of the by-laws;
(9)In the case of stock corporation, the manner of issuing stock certificates; and
(10)Such other matters as may be necessary for the proper or convenient
transactions of its corporate business and affairs.

58. What is the requirement on annual meeting?

The annual meeting date should be a specific date (i.e. January 28).

59. What is the requirement on the fiscal year?

The fiscal year could be calendar year or a twelve-month period.

61. If the BL is filed after incorporation, what are the requirements?

Three copies of By-laws signed by stockholders representing majority of the
outstanding capital stock or majority of the members in case of non-stock
corporation and the adooption was certified by majority of the board and the
corporate secretary that the by-laws was adopted by the votes required under
the Corporation Code.
60. Can BL be filled simultaneous with the Articles of Incorporation?
Yes. The By-laws must be signed by all of the incorporators.
Licensing of Foreign Corporations
1. What is a Foreign Corporation?
A foreign corporation is one formed, organized or existing under any laws other
than those of the Philippines and whose laws allow Filipino citizens and
corporations to do business in its own country or state. It shall have the right to
transact business in this country in accordance with this Code and a certificate of
authority from the appropriate government agency. (Section 123, CCP)
2. What are the kinds of foreign corporation?
Branch Office of a foreign company carries out the business activities of the head
office and derives income from the host country; (IRR of Republic Act No.
7042,Foreign Investment Act of 1991)
Representative or liaison office deals directly with the clients of the parent
company but does not derive income from the host country and is fully subsidized
by its head office. It undertakes activities such as but not limited to information
dissemination and promotion of the company's product as well as quality control
of products. (IRR of Republic Act No. 7042, Foreign Investment Act of 1991)
Regional Operating Headquarters (ROHQ) shall mean a foreign business entity
which is allowed to derived income in the Philippines by performing qualifying
services to its affiliates, subsidiaries or branches in the Philippines, in the Asia-
Pacific Region and other foreign markets. (R.A. No. 8756, Nov. 23, 1999)
Regional or Area Headquarters shall mean an office whose purpose is to act as
an administrative branch of a multinational company engaged in international
trade which principally serves as a supervision, communications and coordination
center for its subsidiaries, branches or affiliates in the Asia-Pacific Region and
other foreign markets and which does not earn or derive income in the Philippines
(R.A. No. 8756, Nov. 23, 1999)

3. What are the requirements for Branch and Representative Office?

Downloadable Application Forms:
Form F-103 - for Branch Office
Form F-104 - for Representative Office
Form F-108 - for Non-Stock
View Documentary Requirements
4. How much is the minimum paid-up capital for Domestic Market?
Small and medium-sized domestic market enterprises with paid-in equity capital
less than the equivalent of Two hundred thousand US dollars (US$200,000.00),
are reserved to Philippine nationals: Provided, That if: (1) they involved
advanced technology as determined by the Department of Science and
Technology; or (2) they employ at least (50) direct employees, then a minimum
paid-in capital of One hundred thousand US dollars (US$100,000.00) shall be
allowed to non-Philippine nationals.(Sec, 8,R.A.No. 7042, Foreign Investment
Act of 1991)
5. How much is the filing fee for Application of Stock Corporations? for Branch
office?
The filing fee is 1% of the actual inward remittance of the corporation converted
into Philippine Currency but not less than P 3,000.00.
6. How much is the filing fee for Representative office?
The filing fee is 1/10 of 1% of the actual inward remittance of the corporation
into Philippine currency but not less than P3,000.00.
7. How much is the filing fee for non-stock foreign corporation?
The filing fee is P3,000.00, plus 1% of the filing fee (LRF).
8. How much is the filing fee for application for area or regional headquarters?
The filing fee is P5,000.00, plus 1% of the filing fee (LRF).
9. How much is the filing fee for application for Regional operating
headquarters or petition for conversion of an Area or Regional Headquarters
into a Regional Operating headquarters?
The filing fee is 1% of the actual remittance but not less than 1% of peso
equivalent of $200,000 at the time of remittance.
10. How much is the filing fee for Petition for Amendment of License of license
of a foreign corporation?
The filing fee is P3,000.00, 1% of the filing fee (LRF).
11. What provisions can be subject of an amendment in the Articles of
Incorporation and By-laws of a Foreign Corporation?
Change of Corporate Name;
Change of Purpose;
Change of Resident Agent;
Change of Address;
Change of Fiscal year.

12. What are the requirements for change of Foreign Corporation's name?
Authenticated board resolution approved and signed by the Directors;
Name of Verification slip;
Undertaking to Change Name;
Authenticated Articles of Incorporation;
Petition/Letter

13. How much is the filing fee for change of name?

The filing fee is P2,020.00. However, if the parent company effected change of
 name abroad, there is an additional payment amounting to P2,020.00.
14. May the Foreign Corporation add, change or modify their purpose? How?
Yes, by way of filing of an application for Amendment of purpose.
15. What are the requirements for Change of purpose?
Authenticated Board Resolution approved and signed by majority of the Directos;
Amended Articles of Incorporation;
Petition/Letter.

16. How much is the filing fee for change of purpose?

The filing fee is P2,020.00
17. What is the requirement/s for Change of resident agent?
Authenticated Board Resolution (the substituted agent must be specified);
Acceptance of New Resident Agent;
Petition/Letter for Change of Resident Agent

18. How much is the filing fee for change of resident?

The filing feee is P1,010.00.
19. What is the requirement/s for Change of address or change of fiscal year?
Change of address or change of fiscal year can be amended by filing a
Notification Update Form
Foreign Investment Act Matter
1. How would I know if an activity is a nationalized or partly nationalized
activity?

Republic Act No. 7042, also known as the “Foreign Investments Act of 1991”,
as amended by R.A. 8179, provides for the formulation of a Regular Foreign
Investment Negative List, covering investment areas/activities which are open to
foreign investors and/or reserved to Filipino nationals.

The latest released, as of 2015, is Executive Order No. 184 “The Tenth
Regular Foreign Investment Negative List”.