Quick Overview of Company Structure in Setting Up a Company in the Philippines!

Overview:

Foreign investors usually start and do business in the Philippines through a Domestic Corporation / a Subsidiary or a Branch Office / Representative Office / Regional Headquarters. Using either entity structure has its advantages and disadvantages. Corporations are more administratively feasible. Branches of a foreign corporation, while more advantageous tax-wise, are always considered fully foreign-owned and cannot be used if the activities to be undertaken are included in the Foreign Investment Negative list (FINL). The FINL mandates percentages Philippine equity participation for businesses requiring the same by law or the Constitution. Corporations, on the other hand, can accommodate the necessary Philippine ownership.

Business incorporation in the Philippines requires a minimum of 5 incorporators, each of whom must be actual persons and who must hold at least a single share in the company. A majority of the incorporators must be Philippine residents. Corporations must have between 5 and 15 directors (or trustees if a non-stock corporation), each of whom must have at least one qualifying share of stock.

Incorporation Structure Options:

1. Fully foreign-owned Branch Office

• Branch Office of a foreign company carries out the business activities of the head office and derives income from the host country; (IRR of Republic Act No. 7042, Foreign Investment Act of 1991). It is merely an extension of the head office, thus its liabilities are considered liabilities of the head office

 

• Capitalization: As a 100% foreign-owned entity, a branch must have a capital of at least US$200,000 unless the branch will be exporting goods or services or generating revenue from abroad amounting to more than 60% of its gross sales it can be fully foreign owned, as it is considered an Export Enterprise under the Foreign Investments Act. Hence, the branch can be registered with as little as P5,000 paid up capital.  However, most banks require P25,000 – P50,000 to open a corporate bank account.

 

• The filing fee is 1% of the actual inward remittance of the corporation converted into Philippine Currency but not less than P 3,000.00.

 

• If the company exports goods or services or generates revenue from abroad comprising more than 60% of its gross sales it can be fully foreign-owned and can be considered an Export Enterprise under the Foreign Investments Act. Both branch and domestic corporation options considered Export Enterprises can be registered with as little as P5,000 in paid-up capital. However, most banks require P25,000 – P50,000 to open a corporate bank account

 

• As to Taxability,

 

1. Subject to income tax only on Philippine source income
2. Profits remitted by the branch to its head office are subject to branch profit remittance tax of 15% or 10% depending on certain tax treaties; however, if located in a special economic zone then they are tax exempt.
3. A branch office is not subject to documentary stamp tax (DST) simply because it does not issue shares of stock
4. Subject to certain conditions, overhead expenses of the Head Office may be allocated to the Philippine branch office
5. A branch is not liable to pay the 10% improperly accumulated earnings tax

2. Fully foreign-owned Representative Office

• Representative or liaison office deals directly with the clients of the parent company but does not derive income from the host country and is fully subsidized by its head office. It undertakes activities such as but not limited to information dissemination and promotion of the company’s product as well as quality control of products. (IRR of Republic Act No. 7042, Foreign Investment Act of 1991)

 

• 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
• Capitalization: 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.

 

• The filing fee is 1% of the actual inward remittance of the corporation converted into Philippine Currency but not less than P 3,000.00.

 

• Taxability: It’s a cost center and is not allowed to earn income in the Philippines, thus exempted from 30% income tax and 12% value added tax. It is however subject to withholding taxes on its income payments and compensation.

3. Fully foreign-owned Domestic Corporation (subsidiary)

• A subsidiary is a juridical entity separate and distinct from that of its parent company, hence its liabilities are generally not regarded as the liabilities of the parent company.

 

• Capitalization: A subsidiary with more than 40% foreign equity must also have a minimum paid up capital of at least US$200,000 unless the company will be exporting goods or services or generating revenue from abroad amounting to more than 60% of its gross sales it can be fully foreign owned, as it is considered an Export Enterprise under the Foreign Investments Act. Hence, the company can be registered with as little as P5,000 paid up capital.  However, most banks require P25,000 – P50,000 to open a corporate bank account.

 

• Filing fee for the registration which will be approximately 0.2% of the subsidiary’s authorized capital stock, plus 1% of such SEC fee for the SEC legal research fees and P210.00 for the registration of the subsidiary’s by-laws.

 

• Taxability:

 

1. Subject to income tax on worldwide income
2. Dividends paid by a Philippine subsidiary to non-resident shareholders is subject to 30% in general or 15% subject to certain conditions or preferential tax treaty rates.
3. A subsidiary is liable to pay DST on the original issuance of shares of stock at the rate of P2.00 for every P200.00 or fractional part of the par value of the shares of the outstanding shares of stock
4. The Philippine subsidiary is not entitled to the allocation of overhead expenses of its parent company.
5. A subsidiary is liable to pay the 10% improperly accumulated earnings tax if earnings exceeded the paid-up capital.

4. 60/40 owned Domestic Corporation or 99% owned Domestic Corporation

• Registering a corporation requires a minimum of 5 incorporators, each of whom must be actual persons that must hold at least a single share in the company. Majority of the incorporators must be Filipino residents. A Corporation may have between 5 and 15 directors (or trustees if a non-stock corporation), each of whom must hold at least one qualifying share of stock. Majority of the directors (or trustees) must be Philippine residents, but not necessarily citizens. All Domestic Corporations obtain their license from and are registered with the Securities and Exchange Commission.

 

• Capitalization: for 60/40 Owned Domestic Corporation. Capital requirement will depend on the line of business but in most cases as long as the paid-up capital is not lower than 5,000 pesos.

            For 99% owned Domestic Corporation – this means, it’s considered an Export Enterprise under the Foreign Investments Act.  Hence, the company can be registered with as little as P5,000 paid up capital.

 

• Filing fee is 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 P 2,000.00. LRF – Legal Research Fee equivalent to 1% of filing fee but not less than P10.00

 

• Taxability: 60/40 Owned Corporation is taxable to it’s income and subject to business tax either 3% of gross income as percentage tax or 12% value added tax on gross income. However, 99% owned Domestic Corporation – export-oriented companies are not subject to 12% value added tax as long as their sales is at least 60% of it’s gross income is for export services. Both are subject to normal corporate income tax rate of 30% of Net Income.

 

The above article is for information only.  Should you need more details and wish to seek an assistance in choosing the best company structure and in the registration process, you can contact us.