Registration of a Domestic Corporation in the Philippines
Registering a corporation requires a minimum of 5 incorporators, each of whom must be actual persons that must hold at least a single share in the company. Majority of the incorporators must be Filipino residents. A Corporation may have between 5 and 15 directors (or trustees if a non-stock corporation), each of whom must hold at least one qualifying share of stock. Majority of the directors (or trustees) must be Philippine residents. All Domestic Corporations (those incorporated in the Philippines) obtain their license from and are registered with the Securities and Exchange Commission.
The SEC will require a prospective Corporation to reserve and register a name, submit proposed Articles of Incorporation and By-Laws which are compliant with the requirements of the Corporation Code of the Philippines, and meet the minimum capitalization requirements pertaining to the industry or business that it is engaged in.
Under the Foreign Investment Act, the minimum paid-up capital requirement for a corporations considered Domestic Market Enterprise (DME) or one whose foreign equity exceeds 40% is US$200,000, which amount must be remitted into the Philippines. The registration requirements do not apply to export-oriented enterprise or involve advance technology and will employ at least 50 employees.
|100% Filipino Equity||60% Filipino
40% Foreign Equity
|More than 40% Foreign Equity|
|Bank Certificate showing paid in capital||Form F-100|
|Articles of Incorporation and By-laws|
|Registration Data Sheet||Bank Certificate showing paid in capital|
|Endorsements / Clearances from other government agencies
|Proof of Inward Remittance by non-resident aliens and foreign corporate subscribers who would like to register their investment with the Central Bank of the Philippines.|
Income or profit generated by this type of corporation cannot be distributed as dividends to its officers or members but shall be used for its operations and for the purpose in which the company was incorporated.
Examples of activities of Non-stock Corporations
- Civic service
- Chambers (Amcham, Cancham, et al)
- Any combination of the above mentioned
- Bank Certificate showing paid in capital
- Articles of Incorporation and By-laws
- Treasurer's Certificate
- Registration Data Sheet
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Philippine Company Incorporation have successfully guided our company through start-up phase in the Philippines and continues to provide valuable advice as we grow.
A fine example of excellent service. Their team not only helped with incorporation but also with local government filings.
I am very satisfied with their high level of service and will definitely recommend them to other foreign investors wanting to set up businesses in the Philippines as well. I hope to work with them again in the future.