Hi Ma’am AAS,
We provided below our research for (1) requirements, (2) procedures and,
(3) timelines for setting up and application of “Representative Company”
with the SEC, BIR, LGUs, SSS, Philhealth and Pag-IBIG, for our reference.
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SEC REGISTRATION OF REPRESENTATIVE OFFICE
To be SEC registered will need to secure a License to Do Business first.
BASIC REQUIREMENTS TO HAVE LICENSE TO DO IN THE PHILIPPINES
a. Cover Sheet;
b. Name Verification Slip;
c. SEC Application Form No. F-104
Application of a Foreign Corporation to Establish a
Representative Office in the Philippines;
d. Authenticated copy of the Board Resolution
Authorizing the establishment of the Representative Office in the
Philippines
Designating the Resident Agent to whom summons and other
legal processes may be served in behalf of the foreign
corporation; and
Stipulating that in the absence of such Agent or upon cessation
of its business in the Philippines, any summons or legal
processes may be served to SEC as if the same is made upon the
corporation as its home office.
e. Authenticated copy of the Articles of Incorporation/Partnership with an
English Translation thereof if in foreign language other than English
f. Financial Statements
For those whose home country REQUIRES Audited Financial
Statements, the applicant shall submit financial statements:
For the immediately preceding year at the time of filing of the
application
Audited by an independent CPA of the home country
Authenticated before the Philippine Consulate/Embassy
If the date of the AFS exceeds the one-year requirement, the
applicant shall submit
Authenticated Audited Financial Statements that are available as
of date of filing and the application; and
Authenticated Audited Financial Statements as of date not
exceeding one (1) year immediately prior to the filing of the
application signed by an officer of the foreign corporation.
For those whose home country REQUIRES Audited Financial
Statements, the applicant shall submit financial statements:
For those whose home country does NOT REQUIRE Audited Financial
Statements, the applicant shall submit financial statements:
a. Authenticated unaudited Financial statements as of the date not
exceeding one (1) year immediately prior to the filing of the
application; and
b. Authenticated Certification signed under oath by an officer of a
responsible regulatory institution or by the applicant’s legal counsel
that the applicant is not required to prepare and submit audited
financial statements, with citation of the law or regulation on which
it is based. (attach the print out of the law for verification purposes)
g. Compliance with Financial ratios
For Stock Representative Office
Ratio Formula Benchmark
Value
Solvency Total assets/total 1:1
liabilities
Notes: (If Solvency Ratio is not within the Benchmark Value:
application is rejected) If Liquidity Ratio and/or Debt to Equity Ratio
is/are not within the Benchmark Value/s: Submit PhP1M Surety Bond
h. Notarized proof of Inward Remittance such as bank certificate of
inward remittance or credit advances
i. Affidavit of undertaking to change corporate name (not required if
already stated in the Application form)
j. Resident Agent’s acceptance of appointment (Not required is resident
agent is the signatory in the application form)
k. Endorsement requirement for Representative Office Foundation:
i. Notarized Certificate of Bank Deposit of the amount not less than
Php1M
ii. Statement of willingness to allow the Commission to conduct an
audit
Note that all documents executed abroad should be
authenticated by the Philippine Embassy or Consular Offi ce at
or nearest the place of execution.
Timeline: The registration of a representative offi ce will take
at least one (1) month from submission of the complete
documentary requirements with the SEC.
MINIMUM PAID UP CAPITAL
Representative Company $30,000.00
REFERENCE: Minimum Paid-Up Capital as provided by the SEC
BIR REGISTRATION
Documentary Requirements
a. Photocopy of License to Do Business in the Philippines (in case of
foreign corporation);
b. Articles of Incorporation;
c. Photocopy of Mayor’s Business Permit; or
d. Duly received Application for Mayor’s Business Permit, if the former is
still in process with the LGU;
e. New sets of permanently bound books of accounts;
f. Proof of Payment of Annual Registration Fee (ARF)(not applicable to
those exempt from the imposition of ARF);
g. BIR Form No. 1906;
h. Final & clear sample of Principal Receipts/ Invoices;
Other documents for submission only if applicable:
- Board Resolution indicating the name of the authorized representative
and Secretary’s Certificate, in case of authorized representative who
will transact with the Bureau.
Securing Locational Clearances / Business Permits from Municipality /
City Offices where the Business will be set-up
All businesses are required to secure a mayor's permit or municipal
license from the municipality or city where they are located. Various
cities and municipalities have different registration procedures. The
following are the general requirements:
LGUs, SSS, Pag-IBIG & PhilHealth
To Apply for Barangay Business Clearance
Location: Barangay Unit of the City or Municipality where you will
locate.
Requirements:
• Community Tax Certificate; and
• Barangay Clearance Fee
To Apply for Building Permit and Electrical Inspection
Certificate
Location: City or Municipal Hall Where you will locate
Requirements:
• Building plans (including fencing, signboard, etc.)
• Lot plan
• Clearances (locational, home owners, barangay, MMDA, etc.)
• Fire safety requirements
• Contract of lease and authorization of owner (if rented)
• Title, tax declaration, tax receipt (if owned)
• Contractor’s business permit
• Sketch
• Old building permit
• Bill of materials, specifications, structural computation
• PRC/PTF of the Engineer
To Apply for Fire Safety Inspection Certificate
Location: Fire Department of the City or Municipality where you will
locate
Requirements:
• Building plans
• Building permit
• Barangay Business clearance
• Fire insurance coverage
• Compliance to requirements and recommendations from fire safety
inspectors
To Apply for Certificate of Occupancy
Location: City or Municipal Hall Where you will locate
Requirements:
• Pictures of the site
• Fire Inspection Certificate
To Apply for Locational Clearance
Location: City or Municipal Hall Where you will locate
Requirements:
• Pictures of the site
• Fire Inspection Certificate
• Building Permit
• Authorization from the owner (if rented)
• Electrical Permit
• Sanitary Permit
• Certification of Non-Improvement
• PRC/PTC of the Engineer
To Apply for Mayor’s Permit
Location: City or Municipal Hall Where you will locate
Requirements:
• DTI / SEC Registration Certificate / CDA Registration
• Community Tax Certificate
• Barangay Business Clearance
• Locational Clearance
• Certificate of Occupancy
• Building Permit
• Fire Safety Inspection Permit
• Electrical Inspection Certificate
• Contract of Lease or TCT
• Pictures of the site
To Apply for Business TIN Number and Certificate of
Registration
Location: Bureau of Internal Revenue (BIR)
Requirements:
• Tax Form BIR Form 1903 -Application for Registration for
Corporations/Partnerships (Taxable/Non Taxable), including GAIs and
LGUs • SEC “Certificate of Registration “License To Do Business in
the Philippines” of resident foreign corporation
• Mayor’s Permit or application for Mayor’s Permit –to be
submitted prior to the issuance of the BIR Certificate of Registration
• BIR Form 0605 –Registration Fee
• BIR Form 2000 Documentary Stamp Tax (for Articles of
Incorporation)
To Apply for SSS Number
Location: Social Security System (SSS)
Requirements:
Employers (Single Proprietorship, Partnership, Corporation)
• SSS Form R-1 (Employer’s Data Record)
• SSS Form R-1A (Initial or Subsequent List of Employees)
• Photocopy of the Articles of Partnership/Incorporation
To Apply for Pag-IBIG Employer-Member Registration
Location: Pag-IBIG Office
Requirements:
• Two (2) copies of the Membership Registration/Remittance
Form (M1-1)
• Two (2) photocopies of the following documents:
- SEC registration or the company's DTI and SSS registration
- R3 and R1A forms (SSS registration and remittance forms)
• Secure referral slip from Marketing staff after presenting
documents.
To Apply for PhilHealth Employer-Member Registration
Location: Philippine Health Insurance Corporation
Requirements:
• Accomplish ER1 (Employer Data Record)
• Accomplish ER2 (Report of Employee-members) –attach to ER1 as
Initial List of Employee-members
PROCEDURES AND T IMELINES
PROCEDURES TIMELINES
SECURITIES AND INITIAL REGISTRATION Approval normally comes in a
EXCHANGE couple of days to about ten
COMMISSION (SEC) Papers will undergo initial (10) days.
Application and evaluation of the SEC and finding
Approval of License the same in order will be
to do Business in assessed filing and other fees
the Philippines marks the formal filing of the
application and normal approval
procedures would immediately
follow.
BIR REGISTRATION SEC will assign a Tax
Identification Number (TIN) upon
release of the License to do
Business in the Phil.
Such TIN shall be formally
registered with the Bureau of
Internal Revenue (BIR).
Certain registration fees and
taxes will be paid and other
registrations for books of
accounts, and official receipts or
invoices will follow.
BUSINESS PERMITS Will be secured with the Will take three (3) to four (4)
& LICENSES concerned LGU weeks from filing with the
Securities and Exchange
Certain fees and other
registrations are likewise required Commission.
such as:
*Community Tax Certificate;
*Barangay Clearance;
*Mayor’s Permit
*BFP Permit
*Occupancy Permit
*and the likes
OVERVIEW:
