Business Registration for subsidiary corporations in the Philippines

Domestic Corporations with more than 40% foreign capital or foreign branches (which are considered 100% foreign) are generally required to remit US$200,000 as initial paid in capital. However, your company may qualify as an Export Enterprise if its export sales, such as sale of service, are at least 60% of gross sales and may therefore be exempted from this requirement. Instead, your company will only be required to remit an amount corresponding to at least 25% of the subscription, which must be at least 25% of the authorized capital. In no case shall the paid-up capital be less than Five Thousand Pesos (Php5,000.00). Most BPOs, call centers, contact centers, web development, and other companies involved in outsourcing operations in the Philippines register a Subsidiary or Domestic Corporation.

Registration of Domestic Corporations or Subsidiaries

Subsidiary Registration Requirements

Listed below are the documentation requirements for setting up a domestic corporation/subsidiary in the Philippines:

  • Name verification slip (may be secured online)
  • Articles of Incorporation and By-Laws
  • Treasurer’s Affidavit
  • Registration Data Sheet

Some additional requirements include:

  • 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
  • For corporations with more than 40% equity: Form F-100 (Application to Do Business Under the Foreign Investments Act of 1991)

Directors and Corporate Officers for a Domestic Corporation (Subsidiary)

Under Philippine corporate laws, the majority of a company’s board of directors are required to reside in the Philippines, although not necessarily Filipino citizens. Once the Board of Directors is elected, they must formally elect a president/director, a treasurer, a corporate secretary who should be a resident and citizen of the Philippines, and such company positions that are provided for in the by-laws of the Corporation. Note that every director must own at least one share of capital stock, which must stand in his name in the books of the corporation. It is possible for the director to hold such share as a nominee of another person, as the only requirement is a legal title. Ordinarily, this arrangement is covered under a Deed of Trust and Assignment as well as an Indemnity Agreement.