Foreign Incorporation

Branch Office

This is a subsidiary of a company or business that is authorized to provider services but is not allowed to carry out any sales activities or make private purchases. The registration of such an office is done in the SEC. A subsidiary office is required by law to put in order audited accounts and submit them to the SSM annually. The branch office should also submit the parent company’s accounts to the SSM and also report the annual salary of all their staff members to the tax department.

Registration of a Branch Office in the Philippines

Branch Office of a Foreign Corporation operating in the Philippines must obtain a "license to do business" from the SEC. The foreign corporation's head office must prove its legal existence in its country of origin, its financial soundness, and its authorization to set up a branch in the Philippines. The Branch will need to appoint a Resident Agent in the Philippines who will be in charge of receiving summons and legal processes. This allows the SEC and other entities to obtain jurisdiction over the foreign company.

Setting up a branch office normally involves remitting US$200,000 as capital investment when registering a company with the SEC. However, there are exceptions, such IT-BPO operations exporting their services or generating income abroad.

Branches engaged in activities involving advance technology, or that employ at least 50 direct employees, are required to inwardly remit a reduced amount of US$100,000 as assigned capital.

Export-oriented branches are not subject to the $200,000 or $100,000 assigned capital if exporting physical goods or services or generating revenue from abroad amounting to more than 60% of its gross sales the branch office can be fully foreign-owned, as it is considered an Export Enterprise under the Foreign Investments Act. You can register a branch office in the Philippines with as little as P5,000 paid up capital. However, most banks require P25,000 - P50,000 to open a corporate bank account.

It is advisable for companies to register their remiitance with the Central Bank of the Philippines or Bangko Sentral ng Pilipinas and obtain a BSRD.

Processing timeline requires 45 working days.

The Requirements

Aside from the proof of inward remittance, the other requirements for the registration of a branch office in the Philippines are as follows

  • Form F-103 (Application for Establishment of a Branch Office)
  • Name verification slip;
  • Authenticated copy of the Board Resolution authorizing the establishment of a branch office in the Philippines; designating the resident agent to whom summons and other legal processes may be served to the foreign corporation; and stipulating that in the absence of such agent or upon cessation of its operations in the Philippines, any summons or legal processes may be served to the SEC as if the same is made upon the corporation at its home office.
  • Financial statements as of a date not exceeding one year immediately prior to the application, certified by an independent Certified Public Accountant of the home country and authenticated before the Philippine Consulate/Embassy.
  • Authenticated copies of the Articles of Incorporation
  • Proof of Inward Remittance such as a bank certificate
  • Registration Data Sheet
  • Requires 1 Philippine Resident Agent
  • Resident Agent's acceptance of appointment

Resident Agent for a Branch Office registration

If a Branch Office will be established in the Philippines, the company will need to appoint / designate its resident agent in the Philippines and indicate the name of said resident agent in the above Certificate of Board Resolution.

If the resident agent is a foreigner, he/she should be the holder of a valid Philippine visa which, at the time of its issuance, entitled the holder thereof to stay in the Philippines continuously for at least one year. The designated Resident Agent can only open the pre-registration account (where assigned capital has to be remitted / deposited directly) after he/she shall have received his appointment as resident agent.

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