Company registration services

 ​Company registration process 

1. Applicant:

Prepare the company’s articles of association and affidavit signed by the shareholders in accordance with the law, and conduct notarization.

​2.SEC Philippines Securities and Exchange Commission:

Obtain SEC registration number and BIR tax number through the system of the Philippine Securities and Exchange Commission. Pag-ibig Fund, Philihealt and SSS employer numbers (ERNs). Applicants will receive a unified registration form.

3. District government registration:

Obtained the district government registration license

4. Municipal government registration:

Obtain a business license and pay the necessary fees.

5. Tax registration:

Registration number and accounting books of the tax bureau

​6. Registration is complete:

Print the receipt/invoice.

Joint venture company with a majority of foreign shares​

Different from local joint ventures, foreign joint ventures refer to foreign shareholders with more than 40% of shares and Philippine shareholders with less than 60% of shares. At the same time, foreign shareholders can hold the position of chairman. The board of directors must be Filipino and hold at least 1 share Therefore, foreigners cannot hold 100% of the company’s shares in a true sense.

In the true sense, foreign shareholders holding 100% of the shares can only exist in export-oriented business types. The basic procedures for the registration of a national joint venture company are similar to those of a local company. The main difference is that the minimum registered capital of a foreign joint venture company is US$200,000 and it requires actual payment.

Basic requirements for foreign joint ventures

Number of shareholders: 5-15, and foreigners can hold the position of chairman, but the financial personnel of the board of directors and the secretary of the board of directors require Filipinos.
Company registered name
Company registered address
Company business scope and articles of association
Bank verification/deposit certificate (200,000 US dollars, or equivalent to PESO currency)
Foreign joint venture company registration procedures

SEC applies for business license and handles verification of registered capital
Barangay applies for regional business license
City Hall Application for City Business Permit
BIR tax declaration
* Based on the protection of local enterprises, the government imposes restrictions on the entry barriers of foreign joint ventures in areas related to the country's sensitive and security.

Partnership

A partnership enterprise is a business model established by two or more partners based on a common business project and the management rights of an agreement. Between the individual system and the company system, partnership enterprises have independent legal personality, which can be specifically divided into unlimited partnership enterprises (partners bear unlimited liability to the enterprise) and unlimited partnership enterprises (partners bear Limited liability).

For a brief comparison, the partnership system has an independent legal personality as opposed to a system, and at the same time it can also choose a limited liability system, which better protects the independence of the partners' private assets. More importantly, compared with the most mature type of company system, the corporate governance and articles of association that a legal person enterprise needs to follow are much simpler. In reality, the most common partnerships exist in specialized industries such as lawyers and doctors, mainly because these fields have higher thresholds for the professional and technical requirements of partners, and partnerships do not have a clear business life limit. According to the professional reputation and reputation of the partners, the enterprise can exist for hundreds of years.

1. Application documents

Information about two or more partners. Among the partners, there are more locals than foreigners and the proportion of shares. Foreign partners also need to provide a separate certificate of capital contribution of the enterprise.
The name and registered address of the partnership enterprise.
The articles of association of the partnership enterprise (specify the proportion of the partners’ share capital contribution and the proportion of profit distribution).
The license obtained by the partner in the relevant professional field.
Fill in the application form information.
Other relevant documents (involving foreign shareholders, professional requirements for special industries).
2. Application process

SEC (Registration of the Philippine Securities and Exchange Commission): Register the name and submit application materials at the same time
Barangay (Registration by District Government): Apply for local administrative area license
Mayor’s Office (Municipal Government Registration): Application for business license
BIR (Registration with the National Taxation Bureau): Apply for a corporate tax account and related tax documents
SSS, Philhealth (two insurances and one housing fund): Open an account with two insurances and one housing fund

Institutional enterprises

In the Philippines, a system enterprise is a business model of the enterprise. Individuals have full control and control over the company’s assets, while individuals bear unlimited responsibility for the company’s liabilities or losses. Due to the absolute nature of ownership and control, individual operation means a high degree of flexibility in operation, and at the same time has the advantages of low threshold and quick and easy registration. However, the local government does not allow foreign nationals to register as an institutional enterprise in conventional industries. However, in practice, foreigners who are usually married to the Philippines or have very trusted locals will adopt this type of business. Since it is not the most common type of business, today I will simply popularize the basic knowledge.

Application document

The registration information of a Filipino (18 years of age or older), identification documents issued by more than two government agencies, and valid personal identification information.
Business name (usually named after the applicant’s name or initials, etc.)
Fill in application form information
2. Application process

DTI (Ministry of Trade and Industry): Register the name and submit the application materials at the same time (5 years validity)
Barangay (Registration by District Government): Apply for local administrative area license
Mayor’s Office (registered by the municipal government): apply for business license
BIR (Registration with the National Taxation Bureau): Apply for a corporate tax account and related tax documents
SSS, Philhealth (two insurances and one housing fund): open two insurances and one housing fund account

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