Branch Office Registration

A Branch Office is required to register with SEC before setting up and doing business in the Philippines. The head office of the foreign corporation must submit the necessary documentation to prove its legal existence in its country of origin, its financial soundness, and its authorization to set up a branch in the Philippines. The Branch should appoint a resident agent in the Philippines who will be in charge of receiving summons and legal processes. This allows the SEC and other entities to obtain jurisdiction over the foreign company.

Before registering a company with SEC, starting and setting up a branch in the Philippines usually involves remitting US$200,000 as capital investment. Branches engaged in activities involving advanced technology, or employ at least 50 direct employees, are required to inwardly remit a reduced amount of US$100,000 as assigned capital. Export-oriented branches are not subject to minimum assigned capital requirements. Special rules apply for certain types of branch operations. If the Branch office will be exporting physical goods or services or generating revenue from abroad amounting to more than 60% of its gross sales, the company can be fully foreign-owned, as it is considered an Export Enterprise under the Foreign Investments Act. The branch can be registered with as little as P5,000 paid-up capital. However, most local banks require at least P25,000 while foreign banks may require more to open a corporate bank account. Many IT-BPOs or other companies involved in outsourcing or offshoring operations in the Philippines generally either register a Branch Office.  Some may even choose to register with PEZA or BOI for tax and other incentives. 

Branch Office Registration Requirements

Documentation requirements for setting up a branch office in the Philippines:

• Form F-103 (Application for Establishment of a Branch Office)
• Name verification slip (may be secured online)
• Authenticated copy of the Board Resolution authorizing the establishment of a branch office in the Philippines; designating the resident agent to whom summons and other legal processes may be served to the foreign corporation; and stipulating that in the absence of such agent or upon cessation of its operations in the Philippines, any summons or legal processes may be served to the SEC as if the same is made upon the corporation at its home office.
• Financial statements as of a date not exceeding one year immediately prior to the application, certified by an independent Certified Public Accountant of the home country and authenticated before the Philippine Consulate/Embassy.
• Authenticated copies of the Articles of Incorporation
• Proof of Inward Remittance such as a bank certificate
• Registration Data Sheet
• Resident Agent’s acceptance of appointment

Resident Agent for Branch Offices

Branch Offices need to appoint its resident agent in the Philippines and indicate the name of said resident agent in the above mentioned Certificate of Board Resolution. If the resident agent is a foreigner, he/she should be the holder of a valid Philippine visa which, at the time of its issuance, entitles the holder thereof to stay in the Philippines continuously for at least one year. The designated Resident Agent can only open the pre-registration account (where assigned capital has to be remitted/deposited directly) after he/she shall have received his/her appointment as resident agent.