Our corporate services cover the entire life of a corporation, from setting-up to actual operation to liquidation and winding up.
A. Setting up of Investment Vehicle
The matter of setting up the proper investment vehicle is usually discussed in detail with clients before they decide on the kind of business organization they prefer.
Before commencing activities, you will first need to register your organization with the Securities & Exchange Commission (SEC) or with the Department of Trade & Industry. It will also have to be registered with a number of other government agencies, including the Bureau of Internal Revenue (BIR) and the local government unit (City Hall) where the activities will be conducted.
Normal step-by-step process:
- Registration with the Securities & Exchange Commission or Department of Trade & Industry
- Business License Procurement with the Local Government Unit
- Registration with the Bureau of Internal Revenue
- Registration with the Social Security System
- Registration with the Home Development Mutual Fund
- Registration with the Philippine Health Insurance Corporation
- Application for Endorsement, for industry requiring secondary licenses
SEC Registration may be in the following licenses:
- Fully foreign-owned Branch Office
- Fully foreign-owned Representative Office
- Fully foreign-owned Domestic Corporation
- Partly-Nationalized owned Domestic Corporation (e.g. 60%-40% Filipino-Foreign Ownership)
B. Registration with Incentive-Granting Agencies
Foreign investors may avail of incentives, in the form of reduced tax rates or income tax holidays, under the following agencies:
- Philippine Economic Zone Authority
- Board of Investments
C. Procurement of Accreditation
After registration with either the SEC or DTI, any company planning to engage in regular importation or exportation, trading and distribution of food, drinks, drugs, pharmaceuticals, cosmetics, or medical devices in the Philippines, or engage in construction work, will need to obtain accreditation with the following agencies, as may be applicable to them:
- Bureau of Customs
- Food and Drug Administration
- Philippine Contractors Accreditation Board
The Firm will be able to assist you in securing accreditation from the aforementioned agencies in order to maintain your good standing and avoid cancellation of your business permits and licenses.
D. Registration of Non-Stock/Non-Profit corporations or Foundation
Non-Stock Corporations are those corporation with no capital stock divided into shares. These include foundations, religious corporations, federations and associations. Members of a non-stock corporations are called members or trustees instead of stockholders or shareholders. The following are the requirements to register a non-stock corporations with the Philippines SEC.
- Name verification slip (procedure is the same as with stock corporations)
- Articles of Incorporation and By-laws (It states that no part of the income which the association may obtain as an incident to its operation shall be distributed as dividends to its members, trustees or officers subject to the provisions of the Corporation Code on the dissolution.)
- Affidavit of an incorporator or director undertaking to change corporate name
- List of members, certified by the Corporate Secretary
- List of contributors and amount contributed certified by the treasurer.
Note: Items 3, 4, and 5 need not be submitted if already stated in the Articles of Incorporation.
- For Foundations: Notarized Certificate of Bank Deposit of the contribution of not less than P1,000,000.00; and Statement of willingness to allow the Commission to conduct an audit.
- For religious corporations: Refer to Sections 109-116 of the Corporation Code of the Philippines, and add an affidavit of affirmation or verification by the chief priest, rabbi, minister or presiding elder.
- For federations: Certified list of member-associations by corporate secretary or president.
- For condominium corporations/associations: Master Deed with primary entry of the Register of Deeds and certification that there is no other existing similar condominium association within the condominium project.
- For neighborhood associations: Certification from the Housing and Land Use Regulatory Board (HLURB) that there is no other existing homeowners or similar association in the community where the association is to be established.
Note: Certain corporations require endorsements/clearances from government agencies, if applicable. For example, an educational or school foundation may require endorsement from Department of Education (DepEd), Commission on Higher Education (CHED) or Technical Skills Development Authority (TESDA).
F. Mergers and Acquisition & Joint Ventures
- The Firm’s M&A practice involves the following legal services:
- Structuring investments, partnerships and divestitures;
- Negotiating, drafting and closing the various agreements and other documents pertinent to the transaction;
- Addressing regulatory requirements and, for this purpose, liaising with relevant Philippine regulatory agencies;
- Conducting legal due diligence; and
- Providing advice on tax-efficient post-acquisition structuring and post-divestiture reorganization, and other legal and tax-related issues.