HOW TO ENTER THE PHILIPPINE MARKET

CONTENTS:
MODES OF ENTRY TO THE PHILIPPINES
THE PHILIPPINE FRANCHISE REGULATIONS
BUSINESS REGISTRATION GUIDE
GENERAL PROCEDURES & APPLICATION REQUIREMENTS
SUMMARY OF PROCEDURES FOR STARTING A BUSINESS IN PHILIPPINESAND THE TIME AND COST
BOARD OF INVESTMENT FREQUENTLY ASKED QUESTIONS
TRADEMARKS ONLINE FILING SYSTEM


MODES OF ENTRY TO THE PHILIPPINES
The Philippine market offers an innately large consumer base that is attractive for franchise
operators. Its strategic location makes the country an appealing option as a franchise hub to launch a
future Asia-Pacific expansion. Thats how Ilan Alon, author of the Book, Service Franchising: A Global
Perspective, summed up the Philippine market.
In this same book, he cited the favorable factors for the Philippines: wide use of the English
language, cultural affinity with American values, low labor cost, large pool of skilled labor and
management talent, and moderately well-placed infrastructure. The competitive climate that exist in
the more urbanized locations in the country forces new entrants to creatively innovate and adapt
quickly to the environment in order to succeed.
His book revealed that countries that offer a high level of economic market potential, a low level
of political instability and risk, a legal environment that protects intellectual property, an efficient court
system, and a social environment that is auspicious to franchising are more likely to attract franchising
investment.
Alon cited four fundamental ways where foreign franchisors may chose to enter the Philippine
market: 1) sole ventures, 2) joint ventures, 3) direct international franchising, and 4) master franchising.
Quoting the Australian Trade Commission, said Alon: the most viable franchising entry modes
in the Philippine market is through the use of joint venture with a local firm, or appoint a local company
to act as a master franchisee and lead the network expansion in the country.
A joint venture (JV) is a business agreement in which parties agree to develop, for a finite time, a
new entity and new assets by contributing equity. They exercise control over the enterprise and
consequently share revenues, expenses and assets
while Master International franchising refers to the contractual agreement between the franchisor and
an independently owned sub-franchisor to develop a specified number of franchises in a given area in
exchange for the exclusive right to use the business format for a specified period.
Be it a joint venture or master franchising, entering the Philippine market requires careful
planning and preparation. Alon recommended the following approaches:
1. Find a Suitable Partner. There are several instances worldwide where international franchising
operations were marred by an error in partner selection. Hence, selection of a partner should be
done judiciously as it makes a large impact on the success of a foreign franchise. The American
Chamber of Commerce, Philippine Chamber of Commerce and the Philippine Franchise
Association are ideal starting points to meet and gain information on potential franchisees.
2. Identify and Utilize Strategic Control Measures. Establishing ventures in foreign locations often
necessitate some form of adaptation and adjustment. The fact that the culture, market and
business conditions, socio-political landscape, and infrastructure could be different from home
markets thorough contractual safeguards have to be in place. Sensitivity to existing disparities
have to be factored into the companys strategic planning.
3. Use the National Capital Region as Entry Point. The supporting infrastructure and distribution
systems in the Philippines are well developed in urban locations, such as the National Capital
Region. The cities of Manila, Quezon City and Caloocan are in the National Capital Region and
have a population of over 1 million. These locations also have a wide presence of world-class
advertising and marketing support facilities. It makes strategic sense to establish the initial
franchise in these locations while further gaining an understanding of the business dynamics of
the country.
4. Set Up Mall Stores. A number of western franchises have experienced success as a result of
their presence in major malls. Benefits associated with a mall presence include: high visibility,
large foot traffic, convenient consumer access, image building, and easy to complement with
national advertising campaigns. Though, space availability and lease rates may be issues to
consider, select opportunities do exist and can prove beneficial.
5. Expand Selectively to Provincial Areas. The Philippine population is spread out across different
provinces. Several provinces have population of over 1 million. There are issues to consider with
regard to infrastructure development, peace and order, and ease of product distribution in
certain provinces. Nevertheless, a well-thought out expansion strategy allows an international
franchisor to tap into unique market opportunities that may exist in these developing locations.

THE PHILIPPINE FRANCHISE REGULATIONS
The Philippine government recognizes the value of franchising for developing local industries. In
the most recent development plan prepared by the National Economic Development Authority (NEDA)
mentions franchising as a means for accelerating the development of small and medium-sized
enterprises (SMEs). The Philippine International Trading Corporation (PITC), a government-owned
trading agency, has introduced a program for franchisees called the Order Negosyo Franchising
Program. Through this program, the PITC aims to guide prospective Filipino franchisees in choosing and
securing franchise rights.
Through the efforts of franchise industry organizations such as the Philippine Franchise
Association (PFA), franchising is now recognized as an ideal business proposition for franchisors and
franchisees alike. PFA is responsible for organizing several franchise industry fairs over the past several
years, including the international franchising conference held annually in the Philippines. With the
objective of promoting self-regulation, the PFA requires its members to comply with the PFAs Fair
Franchising Standards. These standards are essentially uniform norms of conduct to govern franchise
relationships.
The Philippines does not have a specific statute governing franchising. However, certain laws
apply to franchising as far as these relate to the mutual obligations of parties to a franchise agreement,
the extent to which the parties may agree on contractual conditions, and the qualifications of persons
authorized to engage in retail franchising. The significant laws and regulations are discussed below.
Civil Code
All franchise agreements, whether between foreign franchisors and Philippine franchisees, or
between Philippine franchisors and Philippine franchisees, are subject to Philippine law including,
among others, the Civil Code provisions on obligations and contracts. Applying the general principle on
contracts under the Civil Code, the franchisor and franchisee may agree on such terms and conditions as
they may deem convenient, provided these are not contrary to law, morals, good customs, public order
or public policy.
Intellectual Property Code
Unlike in other jurisdictions where franchising regulations are already in place, the Philippines
has yet to adopt a system to regulate the offering and selling of franchises. To a certain extent though,
franchise agreements are regulated under the technology transfer provisions of the Philippine
Intellectual Property Code (IP Code).
A franchise agreement can be characterized as a Technology Transfer Arrangement (TTA),
which is defined under the IP code as a contract or agreement involving the transfer of systematic
knowledge for the manufacture of a product, the application of a process, or rendering of a service
including management contracts; and the transfer, assignment or licensing of all forms of intellectual
property rights, including licensing of computer software except computer software developed for mass
market.
Under the IP code, TTAs must comply with certain prohibited and mandatory clauses. Sections
87 and 88 of the IP Code, which enumerate the prohibited and mandatory clauses, are reproduced in
Annex A of this article. Failure to comply with these provisions will render a TTA unenforceable, unless
the parties to the TTA obtain an exemption from the Documentation, Information and Technology
Transfer Bureau (DITTB) of the Intellectual Property Office (IPO). The DITTB) is the government agency
primarily responsible for enforcing TTA regulations. As a general rule, the DITTB will grant exemptions
only in exceptional cases under Section 91 of the IP Code where substantial benefits will accrue to the
Philippine economy. The DITTB also grants exemptions on a case-by-case basis, depending on the
particular provision covered by the request for exemption, and the justification given for the request.
A TTA that complies with the provisions on mandatory and prohibited clauses need not be
registered with the DITTB. However, there are practical considerations for registering a compliant TTA.
If the parties to a TTA intend to avail of tax treaty relief, a DITTB registration is required to be submitted
to the Philippine Bureau of Internal Revenue in support of an application for such treaty relief. Also, if
license fees or royalties under a TTA are payable in any currency other than in Philippines pesos, the
registration of the TTA will be required in order that the licensee can source foreign currencies from the
Philippine banking system.
Retail Trade law
Franchise businesses, in almost all instances, involve the sale at retail of products. For this
reason, it is important for franchisors and franchisees, the foreigners in particular, to know what the
Philippine law affecting the retailing business says.
The Retail Trade Liberalization Law (RA 8762) imposes certain restrictions on foreign equity
participation in enterprises engaged in retail trade. Under this law, retail trade refers to any act,
occupation or calling of habitually selling direct to the general public merchandise, commodities or
goods for consumption, but the restrictions of this law shall not apply to the following:
Sales by a manufacturer, processor, laborer, or worker, to the general public the products
manufactured, processed or produced by him if his capital does not exceed one hundred
thousand pesos (P100,000.00);
Sales by a farmer or agriculturist selling the products of his farm;
Sales in restaurant operations by a hotel owner or inn-keeper irrespective of the amount of
capital: Provided, That the restaurant is incidental to the hotel business; and
Sales which are limited only to products manufactured, processed or assembled by a
manufacturer through a single outlet, irrespective of capitalization.
The Retail Trade Liberalization Law provides that foreign-owned partnerships, associations and
corporations formed and organized under the laws of the Philippines may, upon registration with the
Securities and Exchange Commission (SEC) and the Department of Trade and Industry (DTI), or in case of
foreign-owned single proprietorships, with the DTI, engage or invest in the retail trade business, subject
to the following categories:
Category A Enterprises with paid-up capital of the equivalent in Philippine Peso of
lower than Two million five hundred thousand US dollars (US$2,500,000.00) shall be
reserved exclusively for Filipino citizens and corporations wholly owned by Filipino
citizens.
Category B Enterprises with a minimum paid-up capital of the equivalent in Philippine
Pesos of two million five hundred thousand US dollar (US$2,500,000.00) but less than
Seven million five hundred thousand US dollars (US$7,500,000.00) may be wholly
owned by foreigners except for the first two (2) years after the effectivity of this Act
wherein foreign participation shall be limited to not more than sixty percent (60%) of
total equity.
Category C Enterprises with a paid-up capital of the equivalent in Philippine Pesos of
Seven million five hundred thousand US dollars (US$7,500,000.00), or more may be
wholly owned by foreigners: Provided, however, That in no case shall the investments
for establishing a store in vestments for establishing a store in Categories B and C be less
than the equivalent in Philippine pesos of Eight hundred thirty thousand US dollars
(US$830,000.00).
Category D Enterprises specializing in high-end or luxury products with a paid-up
capital of the equivalent in Philippine Pesos of Two hundred fifty thousand US dollars
(US$250,000.00) per store may be wholly owned by foreigners.
It is also worth noting that certain government initiatives have helped in the growth of
franchising in the Philippines. Examples of these enabling initiatives by the Philippine government are
the RA 9501 or the Magna Carta for MSMEs (micro, small and medium-sized enterprises) law, the
establishment of the Small Business Guaranty and Financing Corp., and other similar programs. The
government has also come to recognize the importance of franchising as a means to encourage
enterprise development and employment generation, hence the growing partnership between PFA and
various government agencies in organizing seminars and other activities that promote entrepreneurship.
A major development and further fostered the climate of self-regulation was the release of the
Bureau Order 1024 of the Bureau of Trade Regulation and Consumer Protection (BTRCP) of the
Department of Trade and Industry (DTI). This bureau order was issued in response to the incidences of
franchise scams. It has two main points, namely that prospective franchisees must exercise due
diligence when getting a franchise, and that franchisors should become members of a franchise
association, which is encouraged to police its own ranks.

Annex A
Prohibited Clauses
Sec 87. Prohibited Clauses. Except in cases under Section 91, the following provisions shall be deemed
and other clauses with equivalent effect shall be deemed prima facie to have been an adverse effect on
competition and trade:
87.1 Those which impose upon the licensee the obligation to acquire from a specific source capital
goods, intermediate products, raw materials, and other technologies, or of permanently employing
personnel indicated by the licensor;
87.2 Those pursuant to which the licensor reserves the right to fix the sale or resale prices of the
products manufactured on the basis of the license;
87.3 Those that contain restrictions regarding the volume and structure of production;
87.4 Those that prohibit the use of competitive technologies in a non-exclusive technology transfer
arrangement;
87.5 Those that establish a full or partial purchase option in favor of the licensor;
87.6 Those that obligate the licensee to transfer for free to the licensor in the inventions or
improvements that may be obtained through the use of the licensed technology;
87.7 Those that require payment of royalties to the owners of patents for patents which are not used;
87.8 Those that prohibit the licensee to export the licensed product unless justified for the protection of
the legitimate interest of the licensor such as exports to countries where exclusive licenses to
manufacture and/or distribute the licensed product(s) have already been granted;
87.9 Those which restrict the use of the technology supplied after the expiration of technology transfer
arrangement, except in cases of early termination of the technology transfer arrangement due to
reason(s) attributable to the licensee;
87.10 Those which require payments for patents and other industrial property rights after their
expiration or termination of the technology transfer arrangement;
87.11 Those which require that the technology recipient shall not contest the validity of any patents of
the technology supplier;
87.12 Those which restrict the research and development activities of the licensee designed to absorb
and adapt the transferred technology to local conditions or to initiate research and development
programs in connection with new products, processes or equipment;
87.13 Those which prevent the licensee from adapting the imported technology to local conditions, or
introducing innovation to it, as long as it does not impair the quality standards prescribed by the
licensor;
87.14 Those which exempt the licensor from liability for non-fulfillment of his responsibilities under the
technology transfer arrangement and/or liability arising from third party suits brought about by the use
of the licensed product of the licensed technology;
87.15 Other clauses with equivalent effects.
Mandatory Clauses
Sec 88. Mandatory Provisions. The following provisions shall be included in voluntary license contracts:
88.1 That the laws of the Philippines shall govern the interpretation of the same and in the event of
litigation, the venue shall be the proper court in the place where the licensee has its principal office
88.2 Continued access to improvements in techniques and processes related to technology shall be
made available during the period of the technology transfer arrangement;
88.3 In the event the technology transfer arrangement shall provide for arbitration, the Procedure of
Arbitration of the Arbitration Law of the Philippines or the Arbitration Rules of the United Nations
Commission on International Trade Law (UNCITRAL) or Rules of Conciliation and Arbitration of the
International chamber of Commerce (ICC) shall apply and the venue of arbitration shall be the
Philippines or any neutral country; and
88.4 The Philippines taxes on all payments relating to the technology transfer arrangement shall be
borne by the licensor.

BUSINESS REGISTRATION GUIDE
For business registration, one has to understand the rules and processes in the government
agencies: Securities and Exchange Commission (SEC), Department of Trade and Industry (DTI), Bureau of
Internal Revenue (BIR), and the Local Government Unit (LGU).
All of these government agencies are in-charge of different aspects of business registration.
Some of the processes are registering company name to DTI or SEC, filing of Articles of Incorporation
(AOI) and By-Laws with SEC, placing the minimal capitalization with a local bank, and then completing
the application process with SEC for the release of your Certificate of Registration (COR).

Apart from those are, registration for a Social Security Number (SSS), Philhealth, and Home
Development Mutual Fund (HDMF) as well as business permit and register with the BIR for a Tax
Certificate.

The business permits and licenses depend on the nature of your business. It depends on the
kind of company structure such as sole proprietorship, corporation, partnership, and others as well.
Whether your business is in the online gaming and amusement industry or cosmetic or pharmaceutical
industry, you have to get licenses from government bodies to open a business in the Philippines.

Below are the General Guidelines and Application Requirements as well as the Summary of
Starting a Business in the Philippines.

GENERAL PROCEDURES & APPLICATION REQUIREMENTS

A. REGISTRATION OF BUSINESS ENTITIES

1. SINGLE PROPRIETORSHIP/ BUSINESS NAME REGISTRATION
(Application to be filed at any nearest Department of Trade and Industry (DTI) office or through
http://www.dti.gov.ph)

A. Requirements for Filipino Investors
i. Must be a Filipino citizen, at least 18 years old
ii. Filipinos whose name are suggestive of alien nationality must submit proof of citizenship such
as birth certificate, PRC ID, voters ID, passport
(a) If the applicant has a foreign sounding name, acquired Filipino citizenship by
naturalization, election or by other means provided by law, he must submit proof of his
Filipino citizenship such as:
-Naturalization certificate and Oath of allegiance,
-Valid ID card issued by the Integrated Bar of the Philippines (IBP) or Professional
Regulatory Commission (PRC)
iii. Processing Fee of P300.00 and P15 Documentary Stamp

B. Requirements for Foreign Investor (submit 5 copies)
i. Interview sheet with interviewers findings and recommendation
ii. Duly Accomplished Forms:
iii. Form #16- Business Name Application; Form #17- Foreign Investors Application
iv. ID pictures (Passport Size)
a. Foreign Investor - 7 copies
b. Filipino resident agent -7 copies
v. ACR/ICR, Special Investors Resident Visa (SIRV) or passport
vi. Notarized Appointment of Filipino Resident Agent
vii.For Non-Resident Alien: Proof of Inward Remittance of Foreign Currency with Peso
Conversion
For Resident: Bank Certificate of Deposit
viii. Authority to verify Bank Accounts/Bank Certificate of Deposit
ix. Certification from Resident Alien not seeking Remittance of Profits and Dividends Abroad
x. If investment includes assets other than foreign exchange, copy of valuation report from
Central Bank.
xi. Clearance/Certification from other involved agencies
( ) PNP/DND - if engaged in defense-related activities
( ) DOST - if investment involves advanced technology
xii. Fees/Charges - In Cash:
For Business Name Registration Certificate
a. Single Proprietorship - P300.00
b. Filing Fee - P500.00
c. Registration Fee - P5,000.00
xiii. Bio-data of Foreign Investor
xiv. In case of alien retailer, current years permit to engage in retail business per RA 1180
(Amended by RA 8762 - Retail Trade Liberalization Act of 2000)

Additional requirements on case-to-case basis depending on actual examination and processing of the
application. (i.e., If business requires practice of profession: submit photocopy of Philippine
Regulation Commission (PRC) license or Integrated Bar of the Philippines membership and present
original copy for comparison and contract of employment (If applicable).

C. Procedure
i. Check online (from a hyperlink at DTI Website: (http://www.dti.gov.ph) if the business
name you like to register is still available.
ii. Fill-out the application form (copies can be obtained from DTI-Field offices and also
available online). Indicate at least three (3) preferred business names.
iii. Submit application form together with the documentary requirements, and pay
corresponding fees to appropriate DTI-field Offices (DTI-NCR for businesses within metro
Manila or DTI-Provincial Offices for businesses outside the Metro Manila). Online lodgment of
form is available to some DTI-field offices that have stable internet access.
iv. After evaluation of the application form and documents, applicant will be advised
accordingly (personally for those walk-in clients and an auto e-mail notification for those who
lodged online).
v. Issuance of Certificate of Registration (COR)

D. Validity
The Certificate of Business Name Registration is valid for 5 years and shall be valid only at the
business address indicated thereon. In the event the registered owner thereof should opt to
open branch offices within the Philippines, he must apply for separate registration for each of
the branch office so established.

Processing time
One (1) Day -Application filed at National Capital Region (NCR) and some online DTI-Field
Offices
Five (5) Working Days -Application filed in other at DTI-Field Offices

Where to register:
National Capital Region Business Center:
AREA I- Manila, Pasay, Paranaque
2nd Flr., Park and Ride
Lawton, Manila
Tel. No. 536-7153

AREA II- Makati, Pasig, Pateros, Taguig, Muntinlupa, Las Pias
Unit 208 2nd Floor, Atrium Bldg., Makati Ave., Makati City
Tel. No. 864-0847 or 864-0829

AREA III- Mandaluyong, Marikina, Quezon City, San Juan
Ground Floor Highway 54 Plaza, Mandaluyong City
Tel. No. 706-1767 or 706-1703

AREA IV- Caloocan, Malabon, Navotas, Valenzuela
5th Floor, Araneta Square, Monumento, Caloocan City
Tel. No. 362-7664 or 332-0854

For businesses outside of Metro Manila:
Proper DTI Provincial Office where business is located.

2. Domestic Corporation
(Application to be filed at Securities and Exchange Commission)

A. REGISTRATION FOR DOMESTIC STOCK CORPORATION
STOCK CORPORATION
PAID-UP: CASH

100% Filipino Equity
Documentary Requirements:
i. Name Verification Slip
ii. Articles of Incorporation and By-laws
iii. Treasurers Affidavit /Authority to verify bank account
iv. Bank Certificates of Deposit notarized in place where bank signatory is assigned
v. Written joint undertaking to change corporate name signed by two (2) Incorporators /
Directors
vi. Endorsements/Clearances from other government agencies if to engage in any of the
following:
Air Transport - CAB
Banking, pawnshops and other financial intermediaries with quasi- banking functions-
BSP
Educational institutions
Elementary to high school - DEPED
College, Tertiary course - CHED
Technical Vocational Course - TESDA
Electric power plants - DOE
Hospitals-DOH
Insurance-Insurance Commission
Operation of radio, TV and telephone - NTC
Recruitment for overseas employment - POEA
Securities Agency - PNP
Water Transport, construction and building of vessel MARINA
Application Procedure
For Online Registration:
i. Verify/reserve proposed name via internet using SEC i-register
ii. If reservation is complete, register the company via the internet using the SEC I-register.
Note 1: File Directly to SEC if clearance from other government agencies is required.
Refer to letter g (clearances)
Note 2: File Directly to SEC if secondary license is required
iii. If online registration is complete, downloads/prints the Articles of Incorporation and By-Laws
iv. Pays the required filing fee (online or through the SEC cashier)
v. Presents the signed and notarized documents to CRMD
vi. Claims Certificate of Registration from Releasing Unit of Records Division
Filed Directly With SEC :
i. Verify/reserve proposed name via internet using SEC I-register
ii. Prepares Articles of Incorporation and other required documents
iii. Presents accomplished forms/docs for pre-processing at CRMD
iv. Presents endorsement to the agency concerned, if endorsement is given by the concerned
agency includes the endorsement in the registration documents.
v. Pay filing fees to cashier
vi. Claims Cert. Of Incorporation from the Releasing Unit, HRAD
Processing Time: Within 24 hours

60% Filipino - 40% Foreign Equity
Documentary Requirements (Submit 6 sets)
i. Name Verification Slip
ii. Articles of Incorporation and By-laws
iii. Treasurers Affidavit/Authority to verify bank account
iv. Bank Certificate of Deposit notarized in place where bank signatory is assigned
v. Written joint undertaking to change corporate name signed by two (2)
incorporators/Directors
vi. Proof of Inward Remittance by non-resident aliens, and foreign corporations
Note: All documents executed abroad must be authenticated by the Philippine Embassy
Application Procedure
Same as in Paid-up: Cash-100% Filipino equity
Processing Time: Within 24 hours from filing

MORE THAN 40% FOREIGN EQUITY
NEW CORPORATIONS
Documentary Requirements (Submit 6 sets)
i. Form F-100
ii. Name Verification Slip
iii. Articles of Incorporation and By-laws
iv. Treasurers Affidavit/Authority to verify bank account
v. Bank Certificates of Deposit notarized in place where bank signatory is assigned
vi.Written joint undertaking to change corporate name signed by two (2)
incorporators/Directors
vii. Proof of Inward Remittance by non-resident aliens & foreign corporation
Application Procedure
i. Verify/reserve proposed name
ii. Prepare AOI and BL and other required documents
iii. Get F-100 form from CRMD
iv. Present accomplished forms/docs for pre-processing at CRMD
v. Pay filing fees to the cashier
vi. Claim Certificate of Incorporation from the Releasing Unit, Records Division
Processing Time: Within two (2) days from filing

EXPORT-ORIENTED CORPORATIONS UNDER PEZA & SIMILAR ZONES (exempted from application under
the FOREIGN INVESTMENT ACT (FIA)
Documentary Requirements
i. PEZA/SBMA/CDC certificate indicating location
ii. Same as for new corporations
Application Procedure:
i. Submit required documents
Processing Time: Within 24 hours from filing
PAID UP: CASH AND PROPERTIES

REAL ESTATE
Documentary Requirements
In addition to requirements given in Paid-Up: Cash : (Submit 6 sets)
i. Deed of Assignment duly presented to the Register of Deeds for primary entry where the
properties are located.
ii. Written consent of the mortgage/creditor on the assignment of the property, together with a
certification on the outstanding loan balance.
iii. Certified true copy(ies) of transfer certificate of title (OCT/TCT).
iv. Photocopy of tax declaration sheet and official receipt of real estate tax payment/s for the
current year to be checked against original copy(ies) thereof.
v. Appraisal report not exceeding six (6) months prior to filing of the application, to be rendered
by an independent real estate appraiser if the transfer value of the property is based on current
fair market value (not more than 6 mos. old).
vi. BIR Certificate of Zonal Value (if the transfer value is based on zonal value)
vii. Statement of assets and liabilities under oath by TIT
Application Procedure
i. Verify/reserve proposed name
ii. Prepare AAI and BL and other required documents
iii. Present accomplished forms/docs for pre-processing at CRMD
iv. Pay filing fees to the cashier
v. Claim Certificate of Incorporation from the Releasing Unit, Records Division
Processing time: Within 24 hours from filing

MOTOR VEHICLES, MACHINERY AND EQUIPMENT
Documentary Requirements
i. Detailed inventory of the properties certified by company accountant.
ii. Deed of Assignment executed by the owner in favor of the corporation.
iii. Appraisal Report to be rendered by an independent and licensed mechanical engineer if the
transfer value of property is based on current fair market value.
iv. Copy of the corresponding bill of lading, BSP release certificates, and customs declaration, if
the machinerys and equipment are purchased abroad.
v. Bangko Sentral ng Pilipinas (BSP) valuation/appraisal report for imported properties.
vi. Photocopies of motor vehicle certificate of registration & official receipt of annual
registration fee for current year.
Application Procedure
Same as in Paid-Up: Cash and Properties (Real Estate)
Processing Time: Within 24 hours from filing

SHARES OF STOCK
Documentary Requirement (Submit 6 sets)
i. Detailed physical inventory of the proper ties certified by the corporate secretary
ii. Deed of Assignment.
iii. Photocopies of certificate of stock endorsed in favor of applicant company
iv. Audited Financial Statements of last Fiscal/calendar year of investee company
v. Certification from corporate secretary of the investee company that shares of stock are still
outstanding in the name of transfer or
vi. Statement of assets and liabilities by Treasurer-in-trust (TIT)
Application Procedure
Same as in Paid-Up: Cash and Properties (Real Estate)
Processing time: Within 24 hours from filing

INVENTORIES AND FURNITURE
Documentary Requirements
i. Detailed physical inventory of properties certified by the treasurer
ii. Deed of Assignment
iii. Special Audit report by an independent CPA on the verification made on the properties
iv. AFS of the assignor (if corporation)
v. Statement of assets and liabilities under oath by TIT
Application Procedure
Same as in Paid-Up: Cash and Properties (Real Estate)
Processing time: Within 24 hours from filing

FOUNDATIONS, ASSOCIATIONS AND OTHER NON-STOCK ORGANIZATIONS
Documentary Requirements
i. Name Verification Slip
ii. Articles of Incorporation and By-Laws
iii.Written joint undertaking to change corporate name signed by two (2) incorporators/Directors
iv. Resolution of the Board of Directors that the Corporation will comply with SEC
v. List of members certified by the Secretary and under taking to submit list of additional
members to the Securities and Exchange Commission (SEC) from time to time.
vi. List of contributors and amount contributed certified by the Treasurer
vii. For Foundations: notarized Certificate of Bank Deposit of the capital contribution of not less
than P1,000,000.00 and modus operandi or mode of operation source of its funds, the proposed
application of said funds, the prospective beneficiaries of grants and endowments.
Application Procedure
For Online Registration:
i. Verify/reserve proposed name via internet using SEC i-register
ii. If reservation is complete, register the company via the internet using the SEC i-register.
Note 1: File Directly to SEC if clearance from other government agencies is required. Refer to
letter g (clearances)
Note 2: File Directly to SEC if secondary license is required
iii. If online registration is complete, downloads/prints the Articles of Incorporation and By-Laws
iv. Pays the required filing fee (online or through the SEC cashier)
v. Presents the signed and notarized documents to CRMD
vi. Claims Certificate of Registration from Releasing Unit of Records Division
Filed Directly With SEC :
i. Verify/reserve proposed name
ii. Buy forms for articles & by-laws from Express Lane (for livelihood, driver, operators,
neighborhood, education, religious organizations are available including Blank forms for non-
stock organizations)
iii. Presents accomplished forms/docs for pre-processing at CRMD
iv. Pay filing fees to cashier
v. Claims Cert. Of Incorporation from the releasing Unit, Records Division
Processing Time: Within 24 hours from filing

RELIGIOUS CORPORATIONS
Documentary Requirements
i. Name Verification Slip
ii. Articles of Incorporation and By-laws
iii. Written joint undertaking to change corporate name signed by two (2)
incorporators/Directors
iv. Resolution of the Board of Directors that the Corporation will comply with SEC requirement for
non-stock corporation
v. List of members certified by the Secretary and under taking to submit list of additional
members to the Securities and Exchange Commission (SEC) from time to time.
vi. List of contributors and amount of contributions certified by the Treasurer
vii. For religious corporations, refer to Sections 109-116 of the Corporation Code and add
affidavit or affirmation or verification by the chief priest, minister, rabbi or presiding elder.
Procedure
Same as in Foundation, Association and other Non-Stock organizations
Processing Time: Within 24 hours from filing

3. DOMESTIC PARTNERSHIP
(Application to be filed at Securities and Exchange Commission)

A. GENERAL PARTNERSHIP
Documentary Requirements
i. Name verification slip
ii. Articles of Partnership
iii.Written joint undertaking to change corporate name signed by two (2)
incorporators/Directors
iv. Clearance/endorsement from other government agencies, if applicable
Application Procedure
For Online Registration
i. Verify/reserve proposed name via internet using SEC i-register
ii. If reservation is complete, register the company via the internet using the SEC i-register.
Note 1: File directly to SEC if clearance from other government agencies is required.
iii. If online registration is completed, system prompts the applicant to pay the filing fees (online
or through the SEC cashier)
iv. Download/Print the Articles of Partnership
v. Pays the required fee
vi. Presents the signed and notarized documents to CRMD
vii. Claims Certificate of Recording from Releasing Unit of HRAD
Filed Directly With SEC
i. Verify/reserve proposed name
ii. Buy articles of partnership forms from Express Lane
iii. Get endorsement from other government agencies if needed
iv. Presents accomplished forms/docs for pre-processing at CRMD
v. Pay filing fees to cashier
vi. Claims Cert. Of Incorporation from the Releasing Unit, Records Division
Processing Time: Within 24 hours from filing

B. LIMITED PARTNERSHIP
Documentary Requirements
i. Name verification slip
ii. Articles of Partnership
iii.Written joint undertaking to change corporate name signed by two (2)
incorporators/Directors
iv. Clearance/endorsement from other government agencies if needed
v. If it is a limited partnership, the word limited or Ltd should be added to the name. Articles
of partnership of limited partnership should be under oath only (Jurat) and not acknowledged
before a notary public
Application Procedure
Same as in General Partnership
Processing time: Within 24 hours from filing

4. FOREIGN ENTITIES LICENSED TO DO BUSINESS IN THE PHILIPPINES
(Application to be filed at the Securities and Exchange Commission-SEC)
A. BRANCH OFFICE
Documentary Requirements
i. Form F103
ii. Name Verification Slip
iii. Authenticated copy of Board Resolution authorizing establishment of office in the
Philippines designating resident agent and stipulating that in absence of such agent or upon
cessation of business in the Philippines any summons may be served to SEC as if the same is
made upon the corporation at its home office.
iv. Financial Statements as of a date not exceeding one year immediately prior to the
application certified by independent CPA of home country and authenticated before the
Philippine Consulate/Embassy.
v. Authenticated copies/Certified copies of the Articles of Incorporation/Partnership
vi. Proof of inward remittance (US$200K) minimum
vii. Resident Agents acceptance of appointment (if not signatory in application form)
APPLICATION PROCEDURE
i. Verify/reserve proposed name
ii. Get F-103 form from CRMD
iii. Present accomplished forms/docs for pre-processing at CRMD
iv. Pay filing fees to cashier
v. Claim license from Records Division
Processing time: Within 3-5 days from filing

B. REPRESENTATIVE OFFICE
DOCUMENTARY REQUIREMENTS
i. Form F-104
ii. Name Verification Slip
iii. Authenticated copy of Board Resolution authorizing establishment of office in the
Philippines; designating resident agent & stipulating that in absence of such agent or upon
cessation of business in the Phil. Any summons may be served to SEC as if the same is made
upon the corporation at its home office.
iv. Financial Statements as of a date not exceeding one year immediately prior to the
application, certified by independent CPA of home country and authenticated before the
Philippine consulate/embassy.
v. Affidavit executed by the resident agent stating that mother office is solvent and in sound
financial condition
vi. Authenticated copies of Articles of Incorporation (AOI) with an English translation if in
foreign language other than English
vii. Proof of inward remittance (US$30K) minimum such as bank certificate.
viii. Resident Agents acceptance of appointment (if not signatory in application form)
Application Procedure
i. Verify/reserve proposed name
ii. Get F-104 form from CRMD
iii. Present accomplished forms/docs for pre-processing at CRMD
iv. Pay filing fees to cashier
v. Claim license from Records Division
Processing time: Within 2 days from filing

C. REGIONAL HEADQUARTERS/REGIONAL OPERATING HEADQUARTERS
DOCUMENTARY REQUIREMENTS
i. Application Form for RHQ/ROHQ
ii. Name Verification Slip
iii. Authenticated certification that foreign firm is engaged in international trade with
affiliates, subsidiaries, or branch offices in the Asia Pacific region & other foreign markets.
iv. Authenticated certification from principal officer of foreign entity that it was authorized by
its Board of Directors or governing body to establish RHQ in the Philippines
v. BOI endorsement indicating its approval of RHQ/ROHQ
APPLICATION PROCEDURE
i. Verify/reserve proposed name
ii. Get application form from CRMD
iii. Get BOI endorsement
iv. Present accomplished forms/docs for pre-processing at CRMD
v. Pay filing fees to cashier
vi. Claim license from Records Division
Processing time: Within 1 day from filing

D. FOREIGN PARTNERSHIP
DOCUMENTARY REQUIREMENTS
i. Name of verification slip
ii. Get F-105 Form from CRMD
iii. Articles of Partnership
iv.Written joint undertaking to change corporate name signed by two (2)
incorporators/Directors
v. Clearance/endorsement from other govt. agencies, if applicable.
vi. Proof of remittance of foreign partners (only for those partners who want to register their
investments with BSP)
APPLICATION PROCEDURE
i. Verify/secure proposed name
ii. Buy articles of Partnership forms from the Express lane
iii. Get FIA Form 105 from CRMD
v. Get endorsement of other government agencies, if needed
v. Presents accomplished forms/docs for pre-processing at CRMD
vi. Pay filing fees to cashier
vii. Claims Certificate of Incorporation from releasing Unit, Records Division.
Processing time: Within 24 hours from filing

Sources:
Primer on Doing Business in the Philippines: http://www.boi.gov.ph/pdf/primer.pdf
http://www.investphilippines.gov.ph/downloads/doing_business.pdf

For more details about foreign investment, alien employment, applicable visas under special
laws contact the following:
Bangko Sentral ng Pilipinas
A. Mabini St. cor. P. Ocampo St.,
Malate Manila, Philippines 1004
Tel. No. : (632) 708-7701
E-mail: bspmail@bsp.gov.ph
Website: www.bsp.gov.ph

Department of Labor and Employment
National Capital Region (or Regional Offices if applicable)
DOLE Bldg., Maligaya St.
Malate, Manila
Tel. No. (632) 525-9487 local 18
Website: www.ble.dole.gov.ph

Bureau of Immigration
Intramuros, Manila
Tel. No. (632) 527-3248
Website: www.immigration.gov.ph


SUMMARY OF PROCEDURES FOR STARTING A BUSINESS IN PHILIPPINES
AND THE TIME AND COST

No. Procedure Time to
Complete
Cost to complete
1 Verify and reserve the company name with the
Securities and Exchange Commission (SEC)

The availability of the proposed company name
can be verified via the SEC's online verification
system at no charge. Reservation of the name,
once approved by the SEC, costs Php40/month
for the first 30 days. The company name can be
reserved for a maximum of 120 days for a fee of
1 day PHP40
PHP 120, which is renewable upon expiration of
the period.

2 Deposit paid-up capital in the Authorized Agent
Bank (AAB) and obtain bank certificate of
deposit.

The company is required by law to deposit paid-
up capital amounting to at least 6.25% of the
authorized capital stock of the corporation. This
paid-up capital must not be less than PHP 5,000.
Some banks in Manila charge a fee up to PHP 105
for each certificate of deposit

1 day No Charge
3 Notarize articles of incorporation and treasurer's
affidavit at the notary.

According to Section 14 and 15 of the
Corporation Code, Articles of Incorporation
should be notarized before filing with the SEC.

1 day PH500
4 Register the company with the SEC and receive
pre-registered Taxpayer Identification Number
(TIN)

The company can register online through SEC i-
Register but must pay on site at the SEC. The
following documents are required for SEC
registration:
a. Company name verification slip;
b. Articles of Incorporation (notarized) and by-
laws;
c. Treasurer's affidavit (notarized);
d. Statement of assets and liabilities;
e. Bank certificate of deposit of the paid-in
capital;
f. Authority to verify the bank account;
g. Registration data sheet with particulars on
directors, officers, stockholders, and so forth;
h. Written undertaking to comply with SEC
reporting requirements (notarized);
i. Written undertaking to change corporate name
(notarized).

The SEC Head Office issues pre-registered TINs
only if the companys application for registration
has been approved. The company must still
register with the Bureau of Internal Revenue (BIR)
in order to identify applicable tax types, pay an
annual registration fee, obtain and stamp sales
invoices, receipts and the books of accounts.

3 days (PHP 1,926.44 filing fee
equivalent to 1/5 of 1% of the
authorized capital stock or the
subscription price of the
subscribed capital stock,
whichever is higher but not
less than PHP 1,000 + PHP
19.26 legal research fee (LRF)
equivalent to 1% of filing fee
but not less than PHP 10
+ PHP 500 By-laws + PHP 150
for registration of stock and
transfer book (STB) required
for new corporations + PHP
320 STB + PHP 10 legal
research fee for the By-laws)
5 Obtain barangay clearance

To get the barangay clearance, the following
documentary requirements should be submitted
to the Barangay: Application form, SEC Certificate
of Incorporation and approved articles of
incorporation and bylaws, location plan/site map,
contract of lease over the corporation's office.

This clearance is obtained from the Barangay
where the business is located, and is required to
obtain the business permit from the city or
municipality. Barangay fees vary for each
Barangay since they have the discretion to
impose their own fees and charges for as long as
these fees are reasonable and within the limits
set by the Local Government Code and city
ordinances.

1 day PH500
6 Pay the annual community tax and obtain the
Community Tax Certificate (CTC) from the City
Treasurer's Office (CTO)

The company is assessed a basic and an
additional community tax. The basic community
tax rate depends on whether the company legal
form is a corporation, partnership, or association
(PHP 500 or lower). The additional community tax
(not to exceed Php 10,000.00) depends on the
assessed value of real property the company
owns in the Philippines at the rate of Php 2.00 for
every Php 5,000.00 and on its gross receipts,
including dividends or earnings, derived from
business activities in the Philippines during the
preceding year, at the rate of Php 2.00 for every
Php 5,000.00.

1day PH500
7 Obtain the business permit to operate from the
BPLO

The fees vary depending on the LGU issuing the
permit. The rate of license fee imposed in Quezon
City is 25% of 1% of the authorized capital stock.
Other permits, such as locational clearance, fire
safety and inspection certificate, sanitary permit,
certificate of electrical inspection, mechanical
permit, and other clearances or certificates
required depending on the nature of business,
are also imposable. The rate of these fees
depends on the nature of business and land area
occupied by the proposed corporation. The
barangay clearance is a prerequisite for the
6 days (PHP 2,408.05 business tax
(25% of 1% of paid-up capital)
+ PHP 200 mayors permit +
PHP 150 sanitary inspection
fee + PHP 50 signboard fee +
PHP 300 business plate + PHP
100 QCBRB + PHP 545 zoning
clearance + PHP 1,300
garbage fee+ PHP 300 FSIC
(10% of all regulatory fees))
issuance of business permit to operate.

8 Buy special books of account at bookstore

Special books of accounts are required for
registering with the BIR. The books of accounts
are sold at bookstores nationwide. One set of
journals consisting of four books (cash receipts
account, disbursements account, ledger, general
journal) costs about PHP 400.

If the company has a computerized accounting
system (CAS), it may opt to register its CAS under
the procedures laid out in BIR Revenue
Memorandum Order Nos. 21-2000 and 29-2002.
The BIR Computerized System Evaluation Team is
required to inspect and evaluate the companys
CAS within 30 days from receipt of the application
form (BIR Form No. 1900) and complete
documentary requirements.

1 day PHP 400
9 Apply for Certificate of Registration (COR) and
TIN at the Bureau of Internal Revenue (BIR)

After the taxpayer obtains the TIN, the company
must pay the annual registration fee of PHP 500
at any duly accredited bank, using payment form
BIR Form 0605).

All newly formed corporations subject to SEC
registration are issued pre-generated TIN by SEC-
Head Office, which is indicated on their SEC
Certificate of Registration. The corporation only
has to register its pregenerated TIN with the BIR
and report all internal revenue taxes that it
expects to be liable for. The requirements for
application for COR with the BIR are:

a. Duly accomplished and filled-out BIR
Form No. 1903 (Application for
Registration for Corporations);
b. Payment Form (BIR Form No. 0605);
c. SEC Certification of Incorporation;
d. Articles of Incorporation and By-laws;
e. Contract of Lease (with BIR Form No.
2000 and supporting BIR Payment Form
as proof of payment of documentary
stamp tax on the lease agreement);
f. Documentary Stamp Tax Return (BIR
Form No. 2000) on the original issuance
of shares and Payment Form (for the DST
payment); and
2 days PHP 100 (certification fee) and
PHP 15 (documentary stamp
tax, in loose form to be
attached to Form 2303)
g. Mayors Permit/Business Permit
Application (duly stamped received by
the Business Licensing Division of the
local government of Quezon City).

10 Pay the registration fee and documentary stamp
taxes (DST) at the AAB

The rate of documentary stamp tax on original
issuance of shares of stock shall be Php 1.00 for
every Php 200.00 or fractional part thereof, of the
par value, of such shares of stock.

The documentary stamp tax return shall be filed
and the tax paid on or before the fifth (5th) day
after the close of the month of approval of SEC
registration.

1 day (PHP 500 registration fee +
PHP 4,169.97 DST on original
issuance of shares of stock.
DST on the lease contract is
not included in the
computation of the cost)
11 Obtain the authority to print receipts and
invoices from the BIR

The authority to print receipts and invoices must
be secured before the sales receipts and invoices
may be printed. The company can ask any
authorized printing company to print its official
forms, or it can print its own forms (i.e., it uses its
computers to print loose-leaf invoice forms) after
obtaining a permit from BIR for this purpose.

To obtain the authority to print receipts and
invoices from the BIR, the company must submit
the following documents to the Revenue District
Office (RDO):
a. Duly completed application for
authority to print receipts and invoices
(BIR Form No. 1906);
b. Job order;
c. Final and clear sample of receipts and
invoices (machine-printed);
d. Application for registration (BIR Form
No. 1903); and
e. Proof of payment of annual
registration fee (BIR Form No. 0605).
1 day no charge
12 Print receipts and invoices at the print shops

The cost is based on the following specifications
of the official receipt: 1/2 bond paper (8 x 5
cm) in duplicate, black print, carbonless. The
minimum print volume is 25 booklets.

7 days PHP 3,500
13 Have books of accounts and Printers Certificate
of Delivery (PCD) stamped by the BIR
1 day no charge

After the printing of receipts and invoices, the
printer issues a Printers Certificate of Delivery of
Receipts and Invoices (PCD) to the company,
which must submit this to the appropriate BIR
RDO (i.e., the RDO which has jurisdiction over the
companys principal place of business) for
registration and stamping within thirty (30) days
from issuance. The company must also submit
the following documents:
a. All required books of accounts;
b. VAT registration certificate;
c. SEC registration;
d. BIR Form W-5;
e. Certified photocopy of the ATP; and
f. Notarized taxpayer-users sworn
statement enumerating the
responsibilities and commitments of the
taxpayer-user.

The company must also submit a copy of the PCD
to the BIR RDO having jurisdiction over the
printers principal place of business.

14 Register with the Social Security System (SSS)

To register with the SSS, the company must
submit the following documents:
a. Employer registration form (Form R-
1);
b. Employment report (Form R-1A);
c. List of employees, specifying their
birth dates, positions, monthly salary
and date of employment; and
d. Articles of incorporation, by-laws and
SEC registration.

Upon submission of the required documents, the
SSS employer and employee numbers will be
released. The employees may attend an SSS
training seminar after registration. SSS prefers
that all members go through such training so that
each member is aware of their rights and
obligations.

7 days no charge
15 Register with the Philippine Health Insurance
Company (PhilHealth)

To register with PhilHealth, the company must
submit the following documents:
a. Employer data record (Form ER1);
b. Report of employee-members (Form
1 day no charge
ER2);
c. SEC registration;
d. BIR registration; and
e. Copy of business permit.

Upon submission of the required documents, the
company shall get the receiving copy of all the
forms as proof of membership until PhilHealth
releases the employer and employee numbers
within three months.

16 * Register with Home Development Mutual Fund
(Pag-ibig)

To register with the HDMF, the corporation must
submit the following documents:
a. Employer's Data Form (EDF [FPF040]);
b. Specimen Signature Form
(SSF[FPF170]);
c. Copy of SEC Certificate of
Incorporation;
d. Copy of Approved Articles of
Incorporation and By-laws; and
e. Board Resolution or Secretarys
Certificate indicating the duly designated
Authorized Representative.

Upon submission of the complete documents and
payment of the first contribution to the fund, the
Pag-IBIG will issue the HDMF number and the
HDMF Certificate of Registration.

1 day
(simultaneous
with previous
procedure)
no charge
* Takes place simultaneously with another procedure.
Sources:
World Bank. 2013. Doing Business 2013: Smarter Regulations for Small and Medium-Size Enterprises.
Washington, DC: World Bank Group. DOI: 10.1596/978-0-8213-9615-5. License: Creative Commons
Attribution CC BY 3.0
http://www.doingbusiness.org/~/media/giawb/doing%20business/documents/profiles/country/PHL.pdf

BOARD OF INVESTMENT FREQUENTLY ASKED QUESTIONS
Meanwhile, the Board of Investment (BOI) has observed that the Philippines is among the best
money-per-value destination citing the following factors: liberalized services industry; cost efficient in
terms of wages over labor standard expectations and low operational cost; contains strategic logistics
access point in ASEAN +3; strong remittances, its gross international reserves are at levels above
international benchmarks; vast pool of homegrown talents and highly adaptable resources; committed
and supportive governance which, in the case of BOI relates into investor management solutions from
prospecting and nurturing investments.
The following frequently asked questions published by the Board of Investment in its website may help:
1.What are the possible modes of entry in setting up business operations in the Philippines?

You may choose to set up your business under the following options:
single proprietorship
partnership
corporation
branch office
representative office
regional headquarters and
regional operating headquarters

2. Where does one apply for registration of investments?

You may go online at www.bnrs.dti.gov.ph to know the requirements and register your business name.

For additional info, you may log on to www.dti.gov.ph or www.business.gov.ph.

a. For Corporations/Partnerships, Branch and Representative Offices - You may log on
to www.sec.gov.ph for details
b. For Regional Headquarters and Regional Operating Headquarters - Submit application form
together with required documents at the Board of Investments (see contact details below).

Board of Investments (BOI)
Project Evaluation and Registration Dept.
Industry and Investments Building
385 Sen. Gil Puyat Avenue
Makati City Metro Manila
Tel. : (632)895-3997
E-mail: perd@boi.gov.ph

3. Can a foreign investor be allowed to invest up to 100% of its capital in a domestic enterprise?

Yes, foreign investors are allowed to invest 100% in a domestic enterprise under the following
conditions:
Investments are made in areas listed under the Foreign Investments Act (FIA) except those marked
in the Regular Foreign Investment Negative List (FINL);
If the investor has a paid-up capital of at least US$200,000.00, which may be trimmed down to
US$100,000 provided the venture introduces cutting-edge technology or employs at least 50 direct
personnel;
If product/service being engaged is earmarked for exports.

4. What are the areas of investments covered by the Foreign Investments Act (FIA)?

The FIA covers all investment areas, except banking and other financial institutions, which are governed
and regulated by the Bangko Sentral ng Pilipinas (BSP).

The Foreign Investment Negative List covers areas of economic activity whose foreign ownership is
limited to a maximum of forty percent (40%) of the outstanding capital stock in the case of a corporation
or capital in the case of partnership.

For detailed listing, you may access the FIA at www.gov.ph/laws/ra8179.pdf.

5. How can my business avail of tax incentives from government?

To avail of tax incentives, enterprises must be registered with the appropriate Investment Promotion
Agency (IPA) depending upon the location of the project.

a. For projects outside the Economic or Freeport Zones
Board of Investments (BOI)

b. For projects located in Economic or Freeport Zones, these are the options:
Aurora Special Economic Zone Authority (ASEZA)
Bases Conversion Development Authority (BCDA)
Cagayan Economic Zone Authority (CEZA)
Clark Development Authority (CDC)
Phividec Industrial Authority (PIA)
Philippine Economic Zone Authority (PEZA)
Regional Board of Investments-Autonomous Region in Muslim Mindanao (RBOI-ARMM)
Subic Bay Metropolitan Authority (SBMA)
Zamboanga Economic Zone Authority (ZEZA)

6. What incentives are available to registered enterprises?

The incentives offered is both fiscal or non-fiscal such as income tax holidays, wage-based deductions
from taxable income and/or infrastructure, exemption from duties or grant of tax credits from certain
importation, easement from wharf dues and export taxes, employment of foreign nationals, and other
varied site-specific incentives.

7. What activities do Regional Headquarters (RHQ))/Regional Operating Headquarters (ROHQ) engage
in and its list of incentives?

The activities of the RHQ are limited to acting as a supervisory, communications and coordinating center
for its subsidiaries affiliates and branches in the region.

It is neither allowed to derive any income from sources in the Philippines and to participate in any
manner in the management of any subsidiary or branch office it might have in the Philippines nor to
solicit or market goods and services whether on behalf of its mother company or its branches, affiliates,
subsidiaries or any other company. The law that governs this industry is Republic Act 8756.

For full text of this law, you may log on to: http://www.congress.gov.ph/download/ra_11/RA08756.pdf

8. What are the basic rights and guarantees given for the safety of foreign investments?

All investors and enterprises are entitled to the basic rights and guarantees provided in the Philippine
Constitution, such as the right to repatriation of investments, remittance of earnings, foreign loans and
contracts, freedom from expropriation and non-requisition of investment.

9. How does a company remit its profits and dividends and repatriate capital abroad?

Enterprises may remit profits and dividends or repatriate its capital abroad thru remittances with the
Bangko Sentral ng Pilipinas (BSP) after registration with the SEC or BTRCP. For this purpose, BSP rules
and regulations covering procedures for registration of foreign investments are observed.

10. What are the investment rights of a former natural born Filipino?

The Foreign Investments Act (FIA) recognizes the rights of former natural born Filipinos. They are
granted same investment rights as Filipino citizens in activities such as cooperatives, thrifts banks and
private development banks, rural banks and financing companies. In addition, under Section 1 of the FIA
as amended by RA 8179 provides that any natural born citizen who has lost his citizenship, and who has
legal capacity to enter into a contract under Philippine laws may be a transferee of a private land to be
used by him for business or other purposes up to a maximum area of five thousand (5,000) square
meters in the case of urban land or three (3) hectares in the case of rural land. See the Foreign
Investments Act (FIA) for details: www.gov.ph/laws/ra8179.pdf

11. As an investor, what visa can be issued to me?

All investors and enterprises are entitled to the basic rights and guarantees provided in the Philippine
Constitution, such as the right to repatriation of investments, remittance of earnings, foreign loans and
contracts, freedom from expropriation and non-requisition of investment.

Special Investor Resident Visa (SIRV)
The SIRV entitles the holder to reside in the Philippines for an indefinite period as long as his investment
continues to operate. The SIRV is issued in coordination with the BOI (www.boi.gov.ph) and the Bureau
of Immigration (www.immigration.gov.ph). For more details on the allowable forms of investments,
criteria for granting SIRV, log on to their respective websites.

Special Resident Retiree Visa (SRRV)
The SRRV is issued by the Philippine Retirement Authority (PRA). Its primary role is to promote and grant
the SRRVs to would-be retirees, and to offer a range of services, benefits, and comfort that would make
their stay worthwhile. For more details, you may log on to www.pra.gov.ph.

Entry Visa
Foreign nationals come to the Philippines for reasons of business, pleasure or health with a temporary
visitor's visa. This visa allows them to stay for a period of 59 days, extendable for a maximum of one
year. Visitors who may wish to extend their stay must register with the Bureau of Immigration or with
the office of the municipal or city treasurer in areas outside Manila. Executive Order No. 408 allows for
foreign nationals, except those of specifically restricted nationalities, to stay in the Philippines for up to
21 days without a visa.

Work Permits
In general, a foreign national seeking employment in the Philippines, whether resident or non-resident,
needs to an Alien Employment Permit (AEP) from the Department of Labor and Employment (DOLE). For
more details, you may log on towww.ble.dole.gov.ph.

Treaty Traders Visa (applicable only to Japanese, Germans and Americans)
This visa is issued to abovementioned nationalities based on certain criteria. For more information, you
may log on towww.immigration.gov.ph

Sources:
Service Franchising: A Global Perspective by Ilan Alon
Philippine Franchising Regulations by Leo G. Dominguez and Pericles R. Casuela
Entrepreneur Magazine: The Franchise Guidebook 2013: Strategies for building a successful franchise
business
http://www.investphilippines.gov.ph
http://business.gov.ph/web/guest/businessregistrationguide
http://boi.gov.ph

TRADEMARKS ONLINE FILING SYSTEM
Frequently Asked Questions
1. What rules will govern electronic filing of trademark applications?
The Intellectual Property Code and the Trademark Regulations will apply to all applications filed
electronically. The trademark applications will likewise be examined in accordance with the same rules
and regulations that govern applications that are filed personally by applicants and/or their agents or
representatives with the IP Philippines.
2. What do I need to file an application?
You must accomplish the electronic form completely and ensure that all the fields marked compulsory
are filled out; otherwise, your application will not be accepted. Before submitting the application form,
you should attach an electronic reproduction of the mark subject of the application.
3. What are the specifications for the reproduction of the mark?
The mark should be scanned and saved in .jpeg format (should not exceed 1 megabyte). Its dimensions
should be 50.8 mm (height) x 76.2 mm (width) (or 2 in x 3 in). The mark should be in black and white,
unless there is a claim for color/s.
4. How can I pay the fees?
There are two payment options:
4.1. If you are a corporate depositor of Banco de Oro (BDO) and you have enrolled in the banks
online payment system, choose BDO as your payment option. Upon completing the online
application form, you will be directed to the BDOs payment gateway facility and given
instructions on how to pay the fees.
4.2. If you are an individual filer, you may choose Bank of the Philippine Islands (BPI) as your
payment option. Upon completion of the online application form, a statement of account with a
BPI reference number will be generated.
Bring the statement of account to any BPI branch and pay the amount stated in the document.
5. How will I know how much I need to pay?
The schedule of fees is available on the TM Online Website. The total fees will be automatically
computed depending on the information you give in your online application form.
6. How will I know if my application and payment have been received by the IP Philippines?
Payment using BDO
Immediately after paying the necessary fees, you will receive a confirmation from the bank that
payment has been received, including the date and time of payment. Within 3 days from filing
the application, you will receive an email from the IPOPHL containing the application number
and filing date. The IPOPHL will also advise you if there are any problems with your application
and/or payment. If you do not receive any confirmation of payment from the bank, this could
mean that the IPOPHL did not receive your application. You should contact the bank about this.
Payment using BPI
Within 3 days from paying at any BPI branch, you will receive an email from the IPOPHL
containing the application number and filing date. The IPOPHL will also advise you if there are
any problems with your application and/or payment.
7. What will happen if I receive a confirmation receipt from the bank, but I do not receive an email
from the IP Philippines three days after filing an application?
You need to contact the IPOPHL:
Telephone: +632-2386300 ext. 515 (Kahrene) or 365 (Roger)
Email: kahrene.ragos@ipophil.gov.ph
roger.tobongbanua@ipophil.gov.ph
Confirmation by BDO or BPI that payment has been made shall be considered prima facie evidence that
the corresponding application was filed on the date and time of receipt by the bank of payment.
8. When will the application be considered filed?
Philippine time (GMT +8:00) shall be controlling. Your application will be considered filed upon receipt of
your payment. The official date of filing will be found in the confirmation receipt from BDO.
If payment is made with BPI, the date of filing will be the date of payment at any BPI branch.
9. How long will it take me to file the application electronically?
Electronic filing should not take more than 15 minutes, depending on the amount of information you are
providing. The page will, however, expire if there is inactivity for 10 minutes.
10. If I am not domiciled in the Philippines or if my company is not doing business in the Philippines,
can I or my company file an application online?
Yes. However, you need to state the name of your authorized resident representative or agent in your
application. Within sixty (60) days from filing your application and without need of notice from the IP
Philippines, you must submit a power of attorney or authorization designating your representative or
agent, who must be domiciled in the Philippines and who may be served notices or processes in
connection with your application. No further action will be taken on your application unless the power
of attorney or authorization is submitted.
You also need an account with the authorized bank to enable you to transact with the IPOPHL using TM
Online.
11. What are the system requirements for filing applications online?
You should have a computer (Pentium III or higher and javascript enabled) with internet access. The
recommended browser is Internet Explorer 5.5 or higher. Screen resolution of 1024 x 768 is also
recommended. Turn of the pop-up blocker of the internet browser if you are a BDO payor.
Source:
https://trademarks.ipophil.gov.ph/tmonline/TM_Online_FAQs_14Feb2012.pdf
for more details:
Intellectual Property Office of the Philippines
28 Upper McKinley Road, McKinley Hill Town Center
Fort Bonifacio, Taguig City 1634, Philippines
(632) 238-6300 to 65 loc 205, 121 122
752-4869
dittb@ipophil.gov.ph; mail@ipophil.gov.ph