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CHAPTER 1.

LEGAL AND TAXATION ASPECTS


Registrations with government agency
1.1.1 Business name with Security Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) or the Commission is
the national government regulatory agency charged with supervision
over the corporate sector, the capital market participants, the
securities and investment instruments market, and the investing
public. Created on October 26, 1936 by the Commonwealth Act (CA) 83
also known as The Securities Act, the Commission was tasked to
regulate the sale and registration of securities, exchanges, brokers,
dealers and salesmen. Subsequent laws were enacted to encourage
investments and more active public participation in the affairs of
private corporations and enterprises to broaden the Commission's
mandates, powers and functions; and in recent years, to give greater
focus on the Commission's role in capital market development,
fostering good governance and enhancing investor protection.
Procedure of registration:
1. Verify/reserve proposed name with the Name Verification Unit.
2. Draw up the Articles of Incorporation and By-laws in accordance with
the Corporation Code. Blank forms are also available from the
Company Registration and Monitoring Department (CRMD).
3. If required, get endorsements from other government agencies
depending on your industry.

In addition, the CRMD obtains clearances from other SEC departments


whenever these are deemed appropriate.
4. Deposit paid-up capital in the bank.
5. Present 6 sets of the accomplished forms and documents () for
preprocessing at the CRMD. Only complete application documents are
accepted for processing. All documents executed outside the
Philippines must be authenticated by the appropriate Philippine
embassy or consulate in the area concerned.
6. Pay the filing fees to Cashier.
7. Claim the Certificate/License from the Releasing Unit, Records
Division upon presentation of the official receipt issued for payment of
filing fee.
1.1.2 Registration with the Bureau of Internal Revenue (BIR)
The Bureau of Internal Revenue is mandated by law to assess and
collect all national internal revenue taxes, fees and charges, and to
enforce all forfeitures, penalties and fines connected therewith,
including the execution of judgements in all cases decided in its favor
by the Court of Tax Appeals and the ordinary courts.

Procedures:
1. Accomplish BIR Form 1903 and submit the same together with the
documentary requirements (Copy of SEC Registration and Articles of
Incorporation, Copy of Mayors Business Permit or duly received
Application for Mayors Business Permit, if the former is still in process
with the LGU) to the RDO having jurisdiction over the place where the
head office and branch, respectively.
2. Pay the Annual Registration Fee (P500.00) at the Authorized Agent
Banks (AABs) of the concerned RDO.
3. Pay Documentary Stamp Tax (DST) (loose DST / BIR Form 2000* for
DST on Contract of Lease, etc). Present proofs of payment.
4. Submit requirements for ATP and registration of books of accounts.
5. Attend the taxpayers initial briefing to be conducted by the RDO
concerned for new registrants in order to apprise them of their rights
and duties/responsibilities
6. Apply for Invoices/Receipts using BIR Form No. 1906 Authority to
Print.
7. The RDO shall then issue the Certificate of Registration (Form 2303)
together with the Ask for Receipt notice, Authority to Print and Books
of Accounts. It must be posted conspicuously in the business
establishment.
8. Register books of accounts (Journal / Ledger / Subsidiary Income Book
and Subsidiary Purchases/Expenses Book) and have them stamped by
the RDO where the business is registered. The BIR examiner will
usually advise you the types of books and taxes applicable to your
business upon briefing.

1.1.3 Registration with the Bureau of Customs


The Bureau of Customs (BOC) is an attached agency of the Department
of Finance. It is charged with assessing and collecting customs
revenues, curbing illicit trade and all forms of customs fraud, and
facilitating trade through an efficient and effective customs
management system.
Requirements:
a) Original Expiration Date clearly indicated in front of the folder (For
Renewal)
b) Completely filled-out and Notarized Application Form with specimen
signature
c) BOC Official Receipt evidencing payment of Application Fee
d) BIR Brokerage Clearance Certificate (Original or Certified True Copy)
e) Valid Professional Regulation Commission ID
f) Updated list of clients with complete address and contact details
g) List of Authorized representative/s with complete personal
profile, photo, contact details and specimen signatures
h) Printed CPRS profile of applicant and updated email notification
of STORED CPRS Profile
i) Previous Certificate of Accreditation (If applicable)
1.1.4 Registration with the municipality where the business is
located

1. Business Name Registration


Securities & Exchange Commission (SEC) Registration / Articles of
Incorporation / Partnership
2. Barangay Business Clearance (Original)
Note:

If located along Aguirre and EL Grande, submit UBFHAI Clearance

3. Community Tax Certificate (Cedula)


4. Locational Clearance (Secure from the City Development /Planning
Office)
5. Proof of ownership/Legal Possession
o If place of business is OWNED Photo copy of Official Receipt of
Real Property Tax (Current Year); or Transfer/Original Certificate
of Title (TCT/OCT)
o If place of business is NO RENTAL or FREE OF USE Consent from
the owner with ID and proof of ownership
6. If place of Business is RENTED Photo copy of Contract of Lease and
Lessors Permit Public Liability Insurance
7. Picture of Establishment (Outside view with Signage & Inside view)
8. Sketch
1.1.5

Others

Department of Labor and Employment (DOLE)

The DOLE is the national government agency mandated to formulate


policies, implement programs and serve as the policy-coordinating arm
of the Executive Branch in the field of labor and employment.
New establishments shall register within thirty (30) days before
operation.
1. Registration shall be made in form DOLE-BWC-IP-3 in three (3)
copies and to be submitted to the Regional Labor Office or
authorized representatives.
2. Registration shall include a layout plan of the place of work floor by
floor, in a scale of 1:100 meters white or blue print showing all the
physical features of the workplace including storage, exits, aisles,
machinery, clinic, emergency devices and location.
Social Security System (SSS)
The Philippine Social Security System is a social insurance program for
employees in the Philippines. Founded in 1957, the SSS is a government
agency that provides retirement and health benefits to all paid up
employees in the Philippines.
To register as an employer, Accomplish the SSS Forms R-1 (Employer
Registration) and R-1A (Employment Report) signed by its
President, Chairman or Corporate Secretary and submit these forms with
the photocopy of the approved Articles of Incorporation.
Phil Health Registration

The Philippine Health Insurance Program was established to provide


health insurance coverage and ensure affordable, acceptable, available
and accessible health care services for all citizens of the Philippines. It
shall serve as the means for the healthy to help pay for the care of the
sick and for those who can afford medical care to subsidize those who
cannot. It shall initially consist of Programs I and II or Medicare and be
expanded progressively to constitute one universal health insurance
program for the entire population. The program shall include a
sustainable system of funds constitution, collection, management and
disbursement for financing the availment of a basic minimum package
and other supplementary packages of health insurance benefits by a
progressively expanding proportion of the population. The program shall
be limited to paying for the utilization of health services by covered
beneficiaries. It shall be prohibited from providing health care directly,
from buying and dispensing drugs and pharmaceuticals, from employing
physicians and other professionals for the purpose of directly rendering
care, and from owning or investing in health care facilities.
Procedure:
1. Submit the following documents at any PhilHealth Office.
a. Employer Data Record (ER1) Form (in duplicate)
b. PhilHealth Membership Registration Form (PMRF) for each employee (in
duplicate)
2. After processing, the employer will be issued the following:
a. PhilHealth Employer Number (PEN) and the Certificate of Registration

b. PhilHealth Identification Number (PIN) and Member Data Record (MDR)


of registered employees.
Pag-ibig Registration
The Home Development Mutual Fund (HDMF), more popularly known as
the Pag-IBIG Fund, was established to provide a national savings program
and affordable shelter financing for the Filipino worker. The Fund offers its
members short-term loans and access to housing programs. It
is mandatory for all SSS- and GSIS-covered employees; uniformed
members of the AFP, BFP, BJMP and PNP; as well as Filipinos employed by
foreign-based employers.
Procedure:
1. Go to the nearest Pag-IBIG NCR/Regional Branch or any
extension/service office/field service center.
For NCR/Regional Branch, proceed to the marketing and Enforcement
Division servicing counter. For extension/service office/field service center,
proceed to the information counter.

Note: If verified as registered and membership record is updated, end of


transaction. If not, proceed to step two.
2. Submit duly accomplished Employers Data Form together with
required supporting documents (Specimen Signature Form, SSS

Certification (if already registered with SSS), Present Proof of Business


Existence (Securities and Exchange Commission, Certificate of
Partnership/Incorporation, Approved Articles of Incorporation and ByLaws, Business Permit/Mayors Permit)).
Employer's Online Registration System
The following are the required information that must be provided:

A. Business Name (Per DTI/SEC Registration)


B. Branch Name (if applicable)
C. Business Address
D. Business E-mail Address
E. Employer Classification
F. Start Date of Business Operation
G. Nature of Business
H. At least one (1) Contact Information
I. At least one (1) Authorized Signatory with designation
1.1

Documentary Requirements
1.2.1 Articles of Incorporation
ARTICLES OF INCORPORATION
OF
MARFA EXPRES PROVIDER INC.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom


are residents of the Philippines, have this day voluntarily agreed to form a
stock corporation under the laws of the Republic of the Philippines;

AND WE HEREBY CERTIFY:


FIRST: That the name of said corporation shall be

MARFA EXPRES PROVIDER CORPORATION


SECOND: That the primary purpose for which such corporation is
incorporated:

1. To engage in the business of customs brokerage; to buy and


hold shares of other companies, whether common, preferred,
treasury, founders or other kinds of shares, either by
subscribing to the unissued shares of the capital stock in
public or private offerings or by purchasing the shares of other
stockholders by way of assignment in private sale; to invest in
the stock or equity of other companies; to acquire rights in
the stock of other companies by way of pledge, chattel
mortgage or assignment; to sell, dispose, assign, pledge or
convey any or all of its shareholdings in other companies in
favor of qualified persons by way of private sale, assignment
or other forms of private conveyance, all in accordance with

the Corporation Code, the Securities Act and other applicable


laws and regulations;.
2. To vote its shareholdings in other companies and exercise all
the rights of a shareholder under the Corporation Code and
applicable laws;
3. To do other acts and things, necessary, desirable or
appropriate for the attainment of the foregoing purposes.
4. The corporation shall have all the express powers of a
corporation as provided for under Section 36 of the
Corporation Code of the Philippines.
THIRD: That the principal office of the corporation is located in NAIA
Road, NAIA Complex, Barangay Vitalez, Paraaque, 1700.
FOURTH: That the term for which said corporation is to exist is 50
years from and after the date of issuance of the certificate of incorporation;
FIFTH:

That

the

names,

nationalities

and

residences

of

incorporators are as follows:


Name
Ashley M. Coleto
Ron Emerald O. De

Nationality
Filipino
Filipino

Address
Tagaytay City, Cavite
General Trias City, Cavite

Guia
Lee Anne A. Perez
Monette M.

Filipino
Filipino

General Trias City, Cavite


General Trias City, Cavite

Templanza
Sheila Mae H. Urgel

Filipino

General Trias City, Cavite

the

SIXTH: That the number of directors of said corporation shall be five


(5) and that the incorporators shall constitute the first board of
directors.
SEVENTH: The authorized capital stock of the corporation is ONE
MILLION TWO HUNDRED FIFTY THOUSAND PESOS (P 1, 250,
000) in lawful money of the Philippines, divided into FIVE
THOUSAND (12,500) shares, with a par value of ONE HUNDRED
PESOS (PHP 100.00) per share.
EIGHTH: At least 25% of the authorized capital stock has been
subscribed and at least 25% of the total subscription has been paid
as follows:
Name

Nationality

No. of Shares

Amount of Stock

Ashley M. Coleto
Ron Emerald O. De

Filipino
Filipino

Subscribed
2,500
2,500

Subscribed
250,000
250,000

Guia
Lee Anne A. Perez
Monette M.

Filipino
Filipino

2,500
2,500

250,000
250,000

Templanza
Sheila Mae H. Urgel

Filipino

2,500

250,000

12,500

1,250,000

Total

NINTH: That the above-named subscribers have paid at least twentyfive (25%) percent of the total subscription as follows:
Name of

Amount of Stock

Subscribers

Subscribed

Ashley M. Coleto

250,000

62,500

Ron Emerald O. De

250,000

62,500

Guia
Lee Anne A. Perez

250,000

62,500

Monette M.

250,000

62,500

Templanza
Sheila Mae H. Urgel

250,000

62,500

Total

Total Paid-Up

312,500

TENTH: That Ashley M. Coleto has been elected by the subscribers as


Treasurer of the Corporation to act as such until his successor is duly elected
and qualified in accordance with the by-laws, and that as such Treasurer, he
has been authorized to receive for and in the name and for the benefit of
the corporation, all subscriptions or donations paid or given by the
subscribers.
ELEVENTH: That no transfer of stock or interest which will reduce the
ownership of Filipino Citizens to less than the required percentage of the
capital stock as provided by existing laws shall be allowed or permitted to be

recorded in the proper books of the corporation and this restriction shall be
indicated in all the stock certificates issued by the corporation.
TWELFTH: That the incorporators and directors undertake to change
the name of the corporation as herein provided, or as amended thereafter,
immediately upon receipt of notice or directive from the Securities and
Exchange Commission that another corporation, partnership or person has
acquired a prior right to the use of that name or that the name has been
declared as misleading, deceptive, confusingly similar to a registered name
or contrary to public morals, good custom or public policy.
IN WITNESS WHEREOF, we have set our hand this 4th day of July
2016 in Paraaque City, Metro Manila.

ASHLEY M. COLETO

MONETTE M.

TEMPLANZA

RON EMERALD O. DE GUIA

SHEILA MAE H.

URGEL

LEE ANNE A. PEREZ

WITNESSES:
CLARIS C. MILLANES

CLARISSA M.

RETORION

ACKNOWLEDGEMENT

Republic of the Philippines

Paraaque City, Metro Manila )

BEFORE ME, the undersigned, a notary public in and for the city of Paraaque
City, Philippines, personally appeared:

Name

Ashley M. Coleto

TIN

CTC/Pass

Number

port No.

117-859-

15489623

963
Ron Emerald O. De
Guia
Lee Anne A. Perez

128-741-

52985641

320
113-658-

10529856

Date

Place

07-01-

Tagaytay City,

2016

Cavite

03-19-

General Trias

2016

City, Cavite
General Trias

05-08City, Cavite

557

2016
General Trias

Monette M.

104-663-

23658451

06-13-

City, Cavite
Templanza

247

2016
General Trias

Sheila Mae H. Urgel

131-

87962120

07-01City, Cavite

523014

2016

who are known to me and to me known to be the same persons who


executed the foregoing articles of Incorporation and they acknowledged to
me that they executed the same as their free and voluntary act and deed.
WITNESS MY HAND AND SEAL, this 10th of July, 2004.

NOTARY PUBLIC
Until Dec. 31, 2004

Doc. No. _____;


Page No. _____;
Book No. _____;
Series of 2016.

4.2.2 By Laws
BY-LAWS
Of
MARFA EXPRES PROVIDER CORPORATION

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING


REGULAR OR SPECIAL MEETINGS OF THE DIRECTORS.
a) Regular meetings of the board of directors of the corporation shall
be held monthly, unless the by-laws provide otherwise.
b) Special meetings of the board of directors may be held at any time
upon the call of the president or as provided in the by-laws
c) Meetings of directors may be held anywhere in or outside of the
Philippines, unless the by-laws provide otherwise. Notice of regular
or special meetings stating the date, time and place of the meeting
must be sent to every director or trustee at least one (1) day prior
to the scheduled meeting, unless otherwise provided by the bylaws. A director may waive this requirement, either expressly or
impliedly.

II. THE

TIME

AND

MANNER

OF

CALLING

AND

CONDUCTING

REGULAR OR SPECIAL MEETINGS OF THE STOCKHOLDERS.

a) Regular or annual meetings of stockholders shall be held annually


on September 26 of every operational year.
b) Written notice of regular meetings shall be sent to all stockholders
of record at least two (2) weeks prior to the meeting, unless a
different period is required by the by-laws.

c) Special meetings of stockholders shall be held at any time deemed


necessary or as provided in the by-laws.
d) Written notice of special meetings shall be sent to all stockholders
at least one week prior to the meeting, unless a different period is
required by the by-laws.
e) Stockholders meetings, whether regular or special, shall be held in
the city or municipality where the principal office of the corporation
is located, and if practicable in the principal office of the
corporation. Metro Manila shall, for the purpose of this provision, be
considered city or municipality.
III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

a) The required quorum in meetings of stockholders shall consist of the


stockholder/s representing a majority of the outstanding capital
stock.
IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER
OF VOTING THEM
a) Stockholders may vote in person or by proxy in all meetings of
stockholders. Proxies shall be in writing, signed by the stockholder
and filed before the scheduled meeting with the corporate
secretary. Unless otherwise provided in the proxy, it shall be valid
only for the meeting for which it is intended. No proxy shall be valid
and effective for a period longer than five (5) years at any one time.

V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF


DIRECTORS

a) No person convicted by final judgment of an offense punishable by


imprisonment for a period exceeding six (6) years, or a violation of
this Code, committed within five (5) years prior to the date of his
election shall qualify as a director. Every director must own at least
one (1) share of the capital stock of the corporation, which share
shall stand in his name on the books of the corporation. Any director
who ceases to be the owner of at least one (1) share of the capital
stock of the corporation shall thereby cease to be a director. A
majority of the directors must be residents of the Philippines.
b) The corporate powers of the corporation shall be exercised, all
business conducted and all property of the corporation be controlled
and held by the board of directors to be elected from among the
holders of stocks, who shall hold office for one (1) year and until
their successors are elected and qualified.
c) The directors shall not receive any compensation, as such directors,
except for reasonable per diems. Any compensation may be granted
to directors by the vote of the stockholders representing at least a
majority of the outstanding capital stock at a regular or special
stockholders

meeting,

in

no

case

shall

the

total

yearly

compensation of directors, as such directors, exceed ten (10%)

percent of the net income before income tax of the corporation


during the preceding year.
VI.

THE

MANNER

OF

ELECTION

OR

APPOINTMENT,

QUALIFICATION AND THE TERM OF OFFICE OF ALL OFFICERS


OTHER THAN DIRECTORS
a) Immediately after their election, the directors of a corporation must
formally organize by the election of a PRESIDENT, who shall be a
director, a TREASURER who may or may not be a director, a
SECRETARY who shall be a resident and citizen of the Philippines,
and such other officers as may be provided in the by-laws. Two (2)
or more positions may be held concurrently by the same officer,
however no one shall act as PRESIDENT and SECRETARY or as
PRESIDENT and TREASURER at the same time. The officers of the
corporation shall hold office for one (1) year and until the
successors are elected and qualified. The officers of the corporation
shall perform functions as required by existing laws, rules and
regulations.
VII.

FISCAL YEAR
a) The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December of each year.

VIII. SEAL

a) The corporate seal shall be determined by the Board of Directors.

IX. MISCELLANEOUS PROVISIONS:

a) Matters not covered by the provisions of these by-laws shall be


governed by the provisions of the Corporation Code of the
Philippines.

IN WITNESS WHEREOF, we, the undersigned incorporators and/or


stockholders present at said meeting and voting thereat in favor of the
adoption of said by-laws, have hereunto subscribed our names this 4 th day of
July 2016 at Paraaque City, Metro Manila.

Ashley M. Coleto

Monette M. Templanza

Ron Emerald O. De Guia

Sheila Mae H. Urgel

Lee Anne A. Perez


1.2.2 List of Incorporators
Name
Ashley M. Coleto
Ron Emerald O. De

Nationality
Filipino
Filipino

Address
Tagaytay City, Cavite
General Trias City, Cavite

Guia
Lee Anne A. Perez
Monette M.

Filipino
Filipino

General Trias City, Cavite


General Trias City, Cavite

Templanza
Sheila Mae H. Urgel

Filipino

General Trias City, Cavite

1.2.3 Affidavit of Appointed Treasurer

TREASURERS AFFIDAVIT
REPUBLIC OF THE PHILIPPINES)
City of Paraaque) S. S.
State/Province of Metro Manila)

I, Ashley Maniago Coleto, being duly sworn, depose and say:

That I have been elected by the subscribers of the corporation as


Treasurer thereof, to act as such until my successor has been duly elected
and qualified in accordance with the by-laws of the corporation, and that as
such Treasurer, I hereby certify under oath that at least 25% of the
authorized capital stock of the corporation has been subscribed and at least
25% of the subscription has been paid, and received by me in cash for the
benefit and credit of the corporation.
This is also to authorize the Securities and Exchange Commission and
Bangko ng Pilipinas to examine and verify the deposit in the Banco De Oro in
my name as treasurer in trust for Marfa Expres Provider Corporation in the
amount of One million two hundred thousand pesos (P 1, 250,
000) representing the paid-up capital of the corporation which is in the
process of incorporation. This authority is valid and inspection of said deposit
may be made even after the issuance of the Certificate of Incorporation.
Should the deposit be transferred to another bank prior to or after
incorporation, this will serve as authority to verify and examine the same.
The representative of the Securities and Exchange Commission is also
authorized to examine pertinent books and records of accounts of the
corporation as well as supporting papers to determine the utilization and
disbursement of our Certificate of Incorporation.
In case the said paid up capital is not deposited or withdrawn prior to the
approval of the articles of incorporation, waive our right to a notice and
hearing in the revocation of our Certificate of Incorporation.

Ashley M. Coleto
Treasurer
SUBSCRIBED AND SWORN TO before me this 2nd day of July 2016, at
Manila, Philippines, affiant, exhibiting to me his/her Community Tax
Certificate No. 10658974 issued on June 21, 2016 in Manila, Philippines.

Notary Public
Until December 31, 2015

Doc. No.____;
Page No.___;
Book No.___;
Series of ____.

1.2

Taxation Aspect
1.3.2 Withholding Taxes
Withholding tax on Compensation is the tax withheld from income
payments

to

individuals

arising

from

an

employer-employee

relationship.
BIR Form 1601-C (Monthly Remittance Return of Income Taxes
Withheld on Compensation) will be used in filling withholding tax.