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Philippine Company Registration

Updated:2018-4-3 16:17:21    Source:www.tannet-group.comViews:275

Philippine company registration is a good choice for those who want to invest in Philippine. The Philippine economy has been growing steadily at an average annual rate above 6 percent for the past five years. The government has pursued legislative reforms to enhance the entrepreneurial environment and develop a more vibrant private sector to generate broader-based job growth.

More and more people have established their own companies in Philippines with different purposes, which improve the competitive ability in the international market and huge business opportunities. The followings are the basic facts for your business success in Philippines.

No matter where you live and work, if you want to invest or incorporate a business in Philippines, you can simply rely on Tannet in providing the service for you. Tannet can handle and help everything for you, because Tannet is familiar with business formalities and investment portfolio in Philippines.

I. CORPORATE SHAREHOLDERS, DIRECTORS AND COMPANY SECRETARY
At least 5 shareholders, 5 directors and one company secretary are needed for a Philippines limited company. A natural person aged above 18 years old is eligible for a shareholder or director or both. An incorporator is a founding shareholder. The incorporators and directors can be the same persons. Every director must own at least one share of the corporation. Three of the directors must be residents of the Philippines. The corporate secretary must be a Filipino citizen and resident of the Philippines.

No person can be the President and the Corporate Secretary at the same time or the President and Corporate Treasurer at the same time. (Directors, Resident does not mean Filipino citizen. 3 directors must be residents. Consider that you are lending one share to each director. Nominees can be used for the three resident directors. Three documents will be signed by the nominees: beneficiary trust agreement, deed of assignment of shares (undated) and resignation as director (undated). Details of the company's directors, shareholders and company secretary must be filed at the Companies Registry for public search.

II. COMPANY NAME AND NAME SEARCH
The name search can be done electronically via the SEC’s online verification system, but applicants must pay for the reservation fee on site at the SEC. Once the reserved name was approved by the SEC, it costs PHP 40 for the first 30 days. The company name can be reserved for a maximum of 90 days for a fee of PHP 120, which is renewable upon expiration of the period. The reservation certificate is obtained in-person at SEC.

III. BUSINESS SCOPE FOR PHILIPPINE COMPANY
In principle, we suggest you to define your business activities before you set up a Philippine company. We will confirm your business scope in Philippine Foreign Investment Negative List.

IV. ISSUED CAPITAL AND SUBSCRIBED CAPITAL
Fully foreign-owned companies have an initial paid-in capital requirement of USD200,000.00, unless they qualify as export enterprises wherein at least 60% of total sales are for export. If not otherwise provided by law, the capitalization requirements for Filipino-owned companies or export-oriented enterprises are as follows:

Authorized Capital PhP5,000, unless specified by law Subscribed 25% of Authorized Capital Paid Up Capital 25% of Subscribed Capital and in no case less than P5,000.00.

We recommend, however, that the paid up capital meet at least the minimum balance requirement to open a bank account which can range from Php10,000 to Php1,000,000 depending on the bank. In addition, the safe harbor provision with respect to improperly accumulated earnings tax is 100% of the paid-up capital or amount contributed to the corporation representing the par value of shares of stock excluding the paid in capital.

V. PROCESSING STEPS FOR A PHILIPPINE COMPANY
Fill out an application form → Payment → Sign statutory documents personally → Forward the documents to the Philippines relevant government departments immediately → Finish within 7-15 working days → Collect the documents at the designated office within three months. (various government agencies including the SEC, BIR, SSS, PhilHealth, Pag-IBIG and obtain clearance from local governments.)

VI. DOCUMENTS REQUIRED FOR PHILIPPINE BUSINESS SETUP
If you want to have a company registered in Philippine, you are simply required to fill out an application form, with copies of the valid passport, and sign the whole set of statutory legal documents personally. Tannet will cater to your registered address and legal secretary if necessary. The following documents are required for SEC registration:

Basic Requirements
1. Name verification slip (may be secured online);
2. Bank Certificate showing paid in capital;
3. Articles of Incorporation and By-Laws;
4. Treasurer’s Affidavit;
5. Cover Sheet.

Additional Requirements
1. For corporations with foreign equity, Proof of Inward Remittance by non-resident aliens and foreign corporate subscribers who want to register their investment with the Central Bank of the Philippines.
2. For corporations with more than 40% equity, submit Form F-100 (Application to Do Business Under the Foreign Investments Act of 1991).

3. Directors and corporate officers for a corporation
Philippine corporate law requires that a majority of the board of directors must be residents of the Philippines, although not necessarily Filipino citizens. Every director must own at least one share of capital stock, which must stand in his name in the books of the corporation either as nominee or legal owner thereof. Ordinarily, this arrangement is covered by a Declaration of Trust and Assignment of Shares. We likewise provide nominee directorship/incorporator services for a nominal fee.

VII. TANNET’S SERVICES
Tannet services include one business registration license, one certificate of incorporation, three chops, one copy of share certificate, 9 copies of M & A, one copy of statutory book for director’s record, one official receipt, incorporation form and one company kit; the registered address, the legal secretary for the first year and statutory filings (NNC1) .

VIII. BANK ACCOUNT OPENING
Tannet is often honored as valuable business partners by many local or international banks in Philippines. You may open a Treasurer in Trust for (TITF) account with any reputable local bank. The TITF account is for the purpose of receiving the subscription payments from the shareholders or the initial capital of the company. We can assist you in opening a bank with account (BDO, BPI, Bank of America Merrill Lynch, Metrobank, and HSBC).

Tannet’s assistance in the bank account opening and follow up will make you easily establish business relationship and smooth paper processing with banks. Tannet’s services includes recommending banks, making appointment, offering certified true copy by our CPA, working as a referee and guide for the whole processing, providing contact address and following up bank documents.

For the bank account opening you might need business plan and address proofs (electricity or phone bills in the latest three month in English vision) for bank reference.

IX. LEGAL SECRETARY, COMMERCIAL SECRETARY
Although a legal secretary is necessary and required by the local government for a Philippine limited company, a commercial secretary would be an alternative offered by Tannet. The commercial services include information and data processing, taking order, trade documents processing, telephone answering and transfer, travel arrangements, meeting arrangement, mailing service, policy study and market analysis, telephone survey. A secretarial service could be done virtually through e-mail, fax, telephone and the Internet to small, medium-sized, and home based businesses.

X. ANNUAL RETURN
Each year the company must submit an annual return to the Philippine Bureau of Internal Revenue. You can let it be done by Tannet by simply signing back the confirmation letter. Tannet will give you 45 days notice before it gets overdue. If failed, penalties will be implemented accumulatively, you can’t expect that the company will be suspended and cancelled eventually as Philippine does. nd HSBC.

XI. ACCOUNTING SERVICES: BOOKING, AUDITING, TAX LAYOUT AND TAX RETURN
If a company has business running within Philippine, account book should be well kept monthly for an annual audit before you carry on a tax return to Philippine Bureau of Internal Revenue. Tannet can arrange bookkeeping and auditing for you in time of need. Every company is required to finish tax return annually.

Monthly Withholding Tax – Expanded;
Monthly Percentage Tax Return (if applicable);
Monthly and Quarterly Value-Added Tax Return;
Quarterly Income Tax Return;
Annual Report for Expanded Withholding Taxes.

Tannet can not only make your accounts well kept, but also makes financial analysis to the previous years and budge report to your future development.

XII. TAXATION IN PHILIPPINES
The Philippines’ average tariff rate is 4.3 percent.

XIII. OTHER SERVICES IN PHILIPPINES
Tannet provides the SMEs with assistance services such as corporate legalization or notarization, website design, trademark registration, ISSN and ISBN application, entry visa or work permit.

XIV. WHY CHOOSE PHILIPPINES
The Philippines is considered a newly industrialized country, which has an economy transitioning from one based on agriculture to one based more on services and manufacturing. It is access to foreign markets and expands the scope, quality and volume of exports. In 2016, GDP by Purchasing power parity was estimated to be at $811.726 billion. Economic Freedom Score has reached at 63.1%. Notable Successes on Monetary Freedom and Management of Public Finance; Setting up a Philippine company is much beneficial to extend their business to worldwide.

XV. WHY CHOOSE TANNET
Tannet had an abundant experiences (over 18 years) with company or business set up and also with a healthy co-operative platform between SMEs, Tannet can provide you all direction services which can help you to extend your international business worldwide.

CONTACT US
If you have further queries, don’t hesitate to contact Tannet anytime, anywhere by simply visiting Tannet’s website www.tannet-group.net, or calling Hong Kong hotline at 852-27826888 or China hotline at 86-755-82143422, or emailing to tannet-solution@hotmail.com. You are also welcome to talk with Tannet online by simply joining our MSN: tannet-solution@hotmail.com.

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