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The Foreign Company’s Guide to Business Setup in the Philippines

Have you ever tried to solve a puzzle with pieces from different boxes? That’s what it feels like to make heads or tails of how to register a foreign business in the Philippines. Don’t fret—we’re here to guide you through the process of establishing a foreign business in the Philippines.

Perhaps you’re wondering: What sort of entity should your business take the form of? How do you navigate through the complexities of government agencies for registration? And what about compliance requirements?

We will tackle these questions as we walk you through this process. 

Exploring the Business Landscape in the Philippines

The Philippine business landscape has demonstrated steady growth in recent years. It has experienced an increase in urbanization, a growth of the middle class, and a growth in young population. Strong consumer demand, a thriving labor market, and significant remittances all contribute to the country’s economic growth. Additionally, as a strategic business location, the country is a gateway to Asia’s booming economies.

Foreign investments are welcomed and supported by policies aimed at fostering economic growth. International companies looking to enter new markets can find appealing prospects in a variety of industries, such as technology and retail. From 2017 to 2019, 102 foreign brands entered the Philippines, aiming to tap into its growing consumer market.

Let’s dissect some key aspects that make this tropical archipelago an enticing business hub.

The Role of Technology in the Philippine Business Landscape

In recent years, activities involving advanced technology have surged dramatically in the Philippines due to increased internet penetration (73.1%) and smartphone usage among its young population (168.3 million).

With over 85 million Filipino internet users, this tech-savvy demographic has opened up new avenues for digital entrepreneurship and e-commerce ventures seeking out robust markets. Data and analytics firm, Global Data, says that the Philippine e-commerce industry is projected to grow by 22.9% this year, with more consumers shifting towards online purchases.

This growth is expected to take the industry’s value to ₱600 billion by 2023 — representing tremendous potential for local startups and foreign enterprises keen on tapping into this burgeoning market segment.

A Strategic Location Offering Diverse Opportunities

Global retail brands have regarded the Philippines as ‘one of the key focus markets within the Asia Pacific region’. Its retail sector has experienced steady growth in recent years despite the global decline of brick-and-mortar stores due to the shift toward online shopping. This is mainly due to the deep-rooted mall culture in the Filipino lifestyle, as shopping centers offer shopping facilities and serve as community hubs where Filipinos can socialize, dine, and engage in various recreational activities.

Furthermore, the Philippines’ geographic location in Southeast Asia offers a strategic advantage, providing easy access to neighboring countries and their expanding markets through air or sea channels. This makes the country an ideal setting for businesses with an export-oriented focus. 

The country’s resources provide a range of possibilities, from BPO to mining and tourism. So whether you’re considering launching an IT firm or setting up a resort on one of the islands — ample possibilities are waiting to be explored.

Supportive Government Policies

In recent years, the Philippines has introduced several reforms to improve the business climate for foreign investors. 

Under former President Duterte’s administration, the Corporate Recovery and Tax Incentives for Enterprises (CREATE) Act was implemented in 2021, providing the most significant fiscal stimulus in the country’s history through gradual corporate income tax reduction and income tax holidays.

In 2022, the government made further reforms, including amendments to the Foreign Investment Act, which now fully allows first-time foreign investors to own domestic enterprises in the Philippines. The Retail Trade Liberalization Act has also been amended, reducing foreign retail enterprises’ minimum paid-up capital requirements. 

Lastly, under the current administration of President Ferdinand Marcos Jr, the Philippines has allowed full foreign ownership of renewable energy projects.

Related Reading: Reasons to Establish a Business in the Philippines 

💡 Key Takeaway: The Philippines’ vibrant business landscape, teeming with diverse opportunities from tech to retail, beckons foreign businesses. Its strategic location serves as a gateway to booming Asian economies. An increasing number of advanced technology activities and supportive government policies present excellent opportunities for digital entrepreneurship and e-commerce ventures. 

Types of Business Entities for Foreign Companies

When expanding your business in the Philippines, selecting the appropriate entity type is essential for capital requirements, tax obligations, and liability protections. Your choice will determine your business’s legal structure and how it will be governed. Here are the different types of business entities in the Philippines:

1. Domestic Corporation

A domestic corporation is one of the most common types of business entities that foreign investors establish in the Philippines. Like a Limited Liability Company (LLC), a domestic corporation bears its liabilities and is legally responsible for meeting its financial obligations. This limits the liability of shareholders to their capital contributions.

There are three types of domestic corporations that investors can register in the Philippines:

  1. 100% Filipino-owned corporation
  2. 60% Filipino-owned and 40% Foreign-owned corporation
  3. 40.01% to 100% Foreign-owned corporation

Foreign investors must be aware of the restrictions on foreign ownership in specific industries, as listed in the Foreign Investments Negative List (FINL). These restrictions vary depending on the industry, and some industries are reserved for Philippine citizens.

2. One-Person Corporation

A one-person corporation (OPC) is a business entity that allows a single individual, the sole stockholder or incorporator, to own and operate a corporation. This type of corporation is recognized under the Philippine Corporation Code and is designed to provide the benefits of corporate ownership and protection to a single individual entrepreneur.

As long as the company is in an industry that permits 100% foreign ownership, foreigners can create an OPC in the Philippines.

3. Branch Office

A Branch Office is a foreign corporation’s extension in the Philippines, conducting business activities similar to those of its head office from abroad. It doesn’t have a separate legal identity, and its formation and dissolution are governed by the laws of the parent company’s country of origin. 

Any liabilities incurred are considered the head office’s responsibility. A Branch Office can generate income in the Philippines and operate under the same conditions as its head office.

Related Reading: Foreign Branch Office Philippines Vs. Domestic Subsidiary 

4. Representative Office

A Representative Office (RO) is a business entity that acts as a local liaison for a foreign corporation seeking to establish a presence in the country without generating income. The foreign corporation, known as the parent company, fully subsidizes the operating expenses and incurs all liabilities of the RO in the Philippines. 

Common operations of ROs include:

  • Promoting the brand’s services and products
  • Performing quality control for export
  • Facilitating orders from abroad

ROs are considered extensions of foreign corporations, and are not independent legal entities. They are governed by the laws of the parent company’s country of organization or establishment. They cannot generate income in the Philippines or provide services to third parties.

Related Reading: The Advantages of a Representative Office in the Philippines 

5. Regional Headquarters (RHQ)

A Regional Headquarters (RHQ) is an administrative office of a foreign corporation that oversees operations. An RHQ has no separate legal identity and is not permitted to manage its operations or derive income from any source in the Philippines. 

A Philippine RHQ’s major function is to monitor, supervise, inspect, or coordinate its subsidiaries, branches, and affiliates. Under Philippine law, it may also acquire raw materials or market products, train staff, or undertake research and development within the Philippines. 

As stated in its registration with the Securities and Exchange Commission (SEC), the RHQ’s parent company from outside cannot market and sell items directly through the RHQ office or do business with its clients in the Philippines.

6. Regional Operating Headquarters (ROHQ)

An ROHQ is a foreign corporation’s extension in the Philippines that can generate income by providing qualifying services to its head office, affiliates, subsidiaries, or branches. But here’s the thing— the ROHQ doesn’t have a separate legal identity and is governed by the laws of the parent company’s country of organization or establishment. 

So, what can the ROHQ do?

It can derive income from its qualifying services in the Philippines, including general administration and planning, business planning and coordination, sourcing/procuring raw materials and components, and more. However, ROHQs are prohibited from offering these services to entities other than its affiliates, branches, or subsidiaries. 

Deciding on the best option for your business involves considering several factors. These include what you plan to do in the Philippines, how big those plans are, and how much risk you will take. Also important are financial aspects and management needs. A deep understanding of these elements is crucial.

💡 Key Takeaway: Expanding your business in the Philippines? The right entity type is critical. Whether it’s a branch office, representative office, domestic corporation, or ROHQ – each has its perks and drawbacks. Weigh factors like operation scale, risk appetite, financial aspects, and management needs to make an informed choice.

Navigating the Registration Process with Government Agencies

Registering a foreign business in the Philippines involves multiple government agencies and requires compliance with various legal requirements. These agencies include the following:

The Role of DTI in Company Registration

As a business owner, registering your single proprietorship with the Department of Trade and Industry (DTI) is crucial in establishing a legal presence for your enterprise. Think of it as a staking claim to your little Philippine commercial territory.

Doing so gives you the right to use your business name and create a distinct entity. Having your own business identity is needed to conduct operations, incur liabilities, and enter into contracts.

However, it is important to understand that securing a business name through DTI registration does not automatically grant you a license to operate your business. Instead, it provides a foundation for your business to operate legally by complying with regulatory requirements and obtaining any necessary permits or licenses.

Stepping Up to SEC for Incorporation

Registration with the Securities and Exchange Commission (SEC) is essential for any entity looking to operate legally in the Philippines. This agency takes care of all things related to incorporation or partnership registration. They’re like school principals; they make sure every entity plays by rules.

By registering with the SEC, you can obtain the necessary certification to conduct business, provide receipts, trade financial assets, and enjoy the benefits of specific corporate and investment laws.

This part may feel complex, especially when dealing with terms like “capital requirement,” “person corporation,” or “parent company.” But don’t fret. Each term has its place within this process, guiding how much money needs backing up for operations or what type constitutes ownership structure, respectively.

Tackling Local Permits Next

No successful marathon ends without crossing several checkpoints – registering a business isn’t different. Another vital stage after clearing hurdles at DTI & SEC is obtaining local permits. These are your tickets to start operating, like the barangay clearance and mayor’s permit.

Imagine this as a housewarming party where you introduce your business to the neighborhood— in this case, the local government unit (LGU). The LGU will want proof that you’re running a legitimate operation before they let you set up shop.

Setting Up Tax Compliance with BIR

The Bureau of Internal Revenue (BIR) is the governing agency responsible for assessing and collecting all internal revenue taxes, fees, and charges. All businesses are required to comply with its requirements in order to obtain the necessary certification to legally print official receipts, register Tax Identification Number (TIN), and record books of accounts, which must be registered annually. 

Your tax identification number (TIN) from the Bureau of Internal Revenue is akin to your business’ identity card—it validates its existence legally within the country’s economic framework. Obtaining one should thus rank high amongst priorities when preparing documents required by various agencies involved in company setup procedures, including obtaining a BIR certificate.

You can find more information about applying for TINs via BIR’s official site.

Navigating Government-Mandated Benefits 

As an employer in the Philippines, it is crucial to comply with laws that protect employees against unfair labor practices. Regardless of the type of business or the number of workers employed, employers are legally required to provide their employees with government-mandated employee benefits, such as membership in the Pag-IBIG Fund, PhilHealth, and Social Security System (SSS). 

In addition, employers are obligated to remit monthly contributions to these government offices on behalf of their employees, ensuring that employees have access to mandated benefits like affordable house financing, health insurance, and social security benefits.

💡 Key Takeaway: Embarking on registering a foreign business in the Philippines? Kick-start your journey with the Department of Trade and Industry (DTI) to reserve your company name, then move on to incorporation at the Securities and Exchange Commission (SEC). After these hurdles come securing local permits, ensuring everything is shipshape by setting up all necessary systems for smooth operations.

Building Local Partnerships and Addressing Challenges

Making a mark in the Philippine business requires more than understanding the laws. You must build local partnerships, navigate cultural nuances, and tackle potential challenges head-on.

Cultural Nuances: The Key to Strong Relationships

In any country you venture into, it’s crucial to understand its culture— this also rings true for the Philippines. Filipinos are known for their strong sense of community or ‘Bayanihan’, which can be advantageous for you if your company values teamwork and cooperation.

Respecting hierarchies is also important in Filipino corporate culture. Filipinos are taught from a very young age to respect their elders and anyone who has authority. Oftentimes, younger employees will address their seniors as “ma’am” or “sir” to show respect. For your operations to run smoothly, we advise you to have an established line of authority.

Fostering Local Partnerships: A Strategic Move

Nurturing relationships with local businesses opens up avenues for collaboration and growth. Whether partnering with a domestic corporation or teaming up with another foreign entity operating locally— these connections can bolster your presence on Filipino soil.

Partnering with other businesses may let you tap into their existing customer base or share resources that would otherwise be expensive to acquire alone. It also gives room for learning from each other’s experiences.

Potential Challenges & Solutions

Establishing a business presence in the Philippines can be challenging due to bureaucratic complexities. From navigating complex bureaucracy when registering a branch office or representative office to securing necessary permits like barangay clearance and mayor’s permit business licenses— there are hurdles at every step.

But don’t worry. Here’s how you can overcome these challenges:

  • Language Barrier: English is widely spoken in the Philippines, with over 14 million Filipinos who are proficient in the language. This makes the country one of the largest English-speaking nations. If you want to have smooth operations and communication, knowing some local phrases or hiring bilingual staff can be a great help.
  • Bureaucracy: To get your business permit and other requirements swiftly, we recommend working with a knowledgeable partner who can guide you through the maze of paperwork.
  • Finding Local Talent: Although there’s plenty of skilled labor in the country, finding the right fit can take time due to various factors such as cultural differences and competition from other companies. To ensure you find the best local talent, you should partner with a reputable recruitment agency with experience navigating these challenges.

💡 Key Takeaway: Success in the Philippine business landscape goes beyond knowing the law. It’s about embracing local culture, building strong partnerships, and addressing challenges head-on. Valuing community and respecting hierarchy can win you favor. Partnering with local businesses boosts your market presence while shared resources foster mutual growth. Despite bureaucratic hurdles or language barriers, partnering with the right people will lead you to a smooth process.

The Role of Capital in Setting Up a Foreign Business

Capital is a significant factor in setting up a foreign business in the Philippines, necessitating meeting specific minimum capital requirements depending on your chosen entity type. Here’s a breakdown of capital requirements for each business entity:

1. Capital Requirement for Domestic Corporations

Domestic corporations with over 40% foreign ownership are required to have a paid-up capital of US$200,000. However, if your business employs at least 50 Filipino citizens or utilizes advanced technology approved by the Department of Science and Technology, the minimum capital requirement can be lowered to just US$100,000.

Furthermore, if your business has at least 60% local ownership and exports at least 70% of its products, the minimum capital requirement can be as low as ₱5,000 (around US$100).

2. Capital Requirement for One-Person Corporation

Unlike other business entities, a One Person Corporation (OPC) in the Philippines has no minimum capital requirement. This means you can establish an OPC in the country without meeting a specific minimum capital investment as long as you comply with all laws and regulations.

3. Capital Requirement for Representative Offices

A representative office can conduct activities such as promoting its parent company’s products but cannot earn income locally. To establish this office address in the Philippines, your head office abroad must allocate at least US$30,000 annually for operating expenses.

4. Capital Requirement for Branch Offices

If you want to generate local revenue through sales under your brand name, setting up a branch office could be a good choice. Just keep in mind, it needs a minimum of US$200,000 paid-up capital.

For branches with advanced technology or 50+ direct employees, they only need to remit US$100,000. Export-oriented branches have no minimum assigned capital requirements. 

In addition, special rules apply to specific branches. If the branch generates more than 60% of gross sales from exports, it can be wholly foreign-owned as an Export Enterprise under the Foreign Investments Act. This means a branch can be registered with as little as US$5,000 paid-up capital.

5. Capital Requirement for Regional Headquarters

Since the foreign parent company of an RHQ is not permitted to market and sell products through the RHQ office directly, it must remit a minimum of US$50,000 as paid-up capital annually to support its operating expenses.

6. Capital Requirement for Regional Operating Headquarters

An ROHQ does not have a separate legal identity from its parent company, meaning the head office will also provide all its liabilities. As such, the parent company must deposit US$200,000 as capital to support its operating expenses. This annual support is necessary to ensure the ROHQ’s compliance with Philippine laws and regulations.

For a more detailed look into the minimum paid-up capital based on industry and equity, here’s a copy provided by the SEC.

💡 Key Takeaway: Starting a foreign business in the Philippines? Remember, your initial capital is crucial. The amount varies with your chosen entity type and can range from zero for OPC to US$200k for branch offices of foreign companies. So, ensure you’ve got your finances straight before taking the leap.

Legal Requirements for Establishing a Foreign Business

To establish a foreign business in the Philippines, certain legal requirements must be fulfilled. Stay calm— we can help. We at Manila Bookkeepers have extensive experience helping companies like yours navigate this process.

Choosing Your Business Entity and Registration with Government Agencies

The first step is choosing your business entity type. This could be a branch office or a representative office, both of which offer unique advantages. Once the entity type is determined, registering with government agencies such as DTI and SEC can be facilitated by enlisting the assistance of local experts. 

To ensure all goes smoothly here, we recommend getting help from local experts who know these systems inside out— yes, that would be us.

Tax Compliance: More Than Just Paying Up

Your next hurdle will involve tax compliance— more than just paying up on time. All businesses are legally required to obtain their Tax Identification Number (TIN) from the Bureau of Internal Revenue (BIR). Secure yours as soon as possible to avoid any legal consequences.

Besides TIN registration, complying with other Philippine tax laws is crucial. This includes paying income tax, currently 30% for registered corporations and 32% for non-resident foreign corporations.

Navigating Local Regulations: The Nitty-Gritty Details Matter

A significant part of establishing your foreign business involves adhering to local regulations – often down to nitty-gritty details like securing permits for operating cash registers. It’s essential to avoid potential fines and show respect towards Philippine law. 

Understanding Special Permits and Resident Agents

Understanding special permit categories is crucial if you’re a foreign company aiming to make your mark in the Philippine business landscape. To start your operations, specific permits are needed, and each type depends on the nature of the business and ownership structure.

Here are some of the different types:

  • SEC Registration: For registration of corporations, partnerships, and other business entities.
  • Negative List A & B: For sectors where foreign investment is restricted or limited.
  • Mayor’s Business Permit: Local government units issue this permit, which authorizes the business to operate within a specific locality.
  • Philippine Economic Zone Authority (PEZA) Registration: If the business operates within an economic zone, it may need to register with PEZA.

Aside from having special permits, appointing a resident agent is crucial for businesses, especially branch offices operating under their parent company’s umbrella. Resident agents handle legal matters such as tax compliance and receiving notices or summons from government agencies. Without the proper authorization and documents, you can face substantial penalties or even the closure of your enterprise. 

But don’t panic; with our help, we’ll make sure you’re covered.

💡 Key Takeaway: If you’re gearing up to launch a foreign business in the Philippines, brace yourself for some intricate legal hoops. Picking your business entity is crucial, and remember to register with government bodies such as DTI and SEC. Taxes? It’s not just about paying them – staying compliant matters too. Keep an eye on local rules, forge robust partnerships, and ensure you’re clued up on unique permit categories and resident agents. And remember: Manila Bookkeepers are always ready to lend a hand.

Final Thoughts

Starting a foreign business in the Philippines can be a complex process, but it can be a successful venture with the proper knowledge and perseverance. 

You must choose the right business entity, navigate government agencies in registration, and comply with tax and permit requirements to have a smooth sailing process. What’s more, you can overcome potential challenges and achieve long-term success by understanding the intricacies of the market and building local partnerships.

Figuring out how to register a foreign business in the Philippines is challenging, but lucky for you, we’re here to help.

At Manila Bookkeeper, we provide comprehensive accounting and bookkeeping services to help foreign businesses in the Philippines manage their finances and comply with local regulations.

Contact us today and discover how we can help you achieve your business goals.

FAQs About How to Register a Foreign Business in the Philippines

Can a US company do business in the Philippines?

Absolutely, US companies can operate in the Philippines. However, they must comply with local regulations and register their businesses appropriately.

Can a foreign corporation be registered in the Philippines?

Yes, foreign corporations can register in the Philippines, but they must meet certain requirements. This includes securing necessary permits and licenses to operate.

What are the requirements to register a business in the Philippines?

To start your business in the Philippines, you need to register with government agencies like DTI and SEC, obtain tax identification numbers, and meet other requirements that are specific to your business entity.

How do I legalize my business in the Philippines?

To legalize your business in the Philippines, you need to register it with the relevant national and local government authorities and ensure compliance with all regulations.

Manila Bookkeepers

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