Register a Branch Office in

the Philippines
A foreign corporation seeking to set up a Branch Office in the Philippines must obtain a
“license to do business” from the Securities and Exchange Commission (SEC). The foreign
corporation’s head office must prove its legal existence in its country of origin, financial
soundness, and authorization to set up a branch in the Philippines.

The Branch will need to appoint a Resident Agent in the Philippines who will be in charge of
receiving summons and legal processes. This allows the SEC and other entities to obtain
jurisdiction over the foreign company.

Setting up a branch office normally involves remitting US$200,000 as capital investment

when registering a company with the SEC. However, there are exceptions, such IT-BPO
operations exporting their services or generating income abroad.

Branches engaged in activities involving advance technology, or that employ at least 50

direct employees, are required to inwardly remit a reduced amount of US$100,000 as
assigned capital.

Export-oriented branches are not subject to the $200,000 or $100,000 assigned capital if
exporting physical goods or services or generating revenue from abroad amounting to more
than 60% of its gross sales the branch office can be fully foreign-owned, as it is considered
an Export Enterprise under the Foreign Investments Act. You can register a branch office in
the Philippines with as little as P5,000 paid up capital. However, most banks require
P25,000 – P50,000 to open a corporate bank account.

It is advisable for companies to register their remittance with the Central Bank of the
Philippines or Bangko Sentral ng Pilipinas and obtain a Bangko Sentral Registration
Document (BSRD).

Branch Office Registration Requirements

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

Resident Agent for a Branch Office

Registration
For a branch office to be established in the Philippines, the parent company abroad will be
required to appoint/designate a Resident Agent in the Philippines and indicate the name of
said Resident Agent in the above Certificate of Board Resolution.

If the Resident Agent is a foreigner, he/she should be the holder of a valid Philippine visa
which, at the time of its issuance, entitled the holder thereof to stay in the Philippines
continuously for at least one year. The designated Resident Agent can only open the pre-
registration account (where assigned capital has to be remitted/deposited directly) after
he/she shall have received his appointment as Resident Agent.

Registration of a Regional
Operating Headquarters
(ROHQ) in the Philippines
R.A. No. 8756 defines Regional Operating Headquarters (ROHQ) as any foreign business
entity formed, organized, and existing under any laws other than those of the Philippines
whose purpose is to service its affiliates, subsidiaries or branches in the Philippines, Asia-
Pacific Region, and other foreign markets. A ROHQ may derive income for the qualifying
services it renders in the Philippines.

Requirements
An ROHQ is required to deposit an initial inward remittance of US$ 200,000.00 and must
submit proof of said remittance to the SEC within 30 days from receipt of the license.
Incentives
 Subject to the preferential rate of 10% on taxable income;
 Exemption from all kinds of local taxes, fees, or charges except real property tax on
land improvements and equipment;
 Tax and duty-free importation of equipment and training materials (provided that
equipment or material is not available locally and subject to prior approval of the
BOI).

Incentives for Expatriates

 Expatriates of ROHQ can hold Multiple Entry Visa (including spouse and unmarried
children below the age of 21);
 Tax and Duty Free Importation of Personal and Household Effects;
 Travel Tax Exemption;
 Preferential tax rate of 15% on salaries, annuities, and all other compensation of
expatriates; The preferential tax rate also extends to their Filipino counterparts.

Documentary Requirements:
 Application form;
 Name Verification slip;
 Authenticated certificates affirming that the parent/foreign company is engaged in
international trade with at least three (3) affiliates, branches, or subsidiaries;
 Authenticated copy of the board resolution authorizing the establishment of the
ROHQ; and
 BOI endorsement validating the establishment of the ROHQ.

Registration of a
Representative Office in the
Philippines
One of the business structures that a foreign corporation can establish in the Philippines is a
Representative Office. This type of company formation can only undertake information
dissemination, promote the parent company’s products, and provide quality control of the
products. It cannot generate revenue in the Philippines and can only deal with the clients of
its parent company. One of the requirements in securing a license to do business as a
representative office is a proof of initial inward remittance in the amount of
US$30,000.00. Every year thereafter, the head office must remit the same amount of
US$30,000.00 to cover operating expenses of the representative office.

Aside from the proof of inward remittance, the other requirements for the registration of a
representative office in the Philippines are as follows:

 SEC Form F-104;

 Name verification slip;
 Registration Data Sheet;
 Authenticated copy of the board resolution authorizing the establishment of the
office, designating the resident agent, and stipulating that in the absence of the agent
summons and other legal processes may be served to the SEC;
 Authenticated Financial Statements of a date not exceeding one (1) year
immediately prior to the application certified by an independent CPA from the home
country;
 Affidavit of solvency;
 Authenticated articles of incorporation; and
 Resident Agent’s acceptance of appointment (this is not necessary if the resident
agent is the one who will sign the application form).
After the SEC issues the Certificate of Registration, the registration with the following
government agencies must be done chronologically:

 BIR ;
 SSS;
 PhilHealth; and
 Mayor’s Permit.