Posted March 15, 2024 / 9

BUSINESS REGISTRATION SERVICE IN THE PHILIPPINES

BUSINESS REGISTRATION SERVICE IN THE PHILIPPINES: This proposal shall cover general corporate registration services as described herein. At the end of the engagement, you can expect the DESIRED OUTCOME as indicated in the table below. When all DESIRED OUTCOMES are satisfied, the engagement process is terminated unless otherwise agreed.

Each company has unique needs and certain situations or aspects of business operations may require certifications or registration from other government agencies including other agencies we have already worked with before.

Engagement	Desired Outcome	Included Docs/Work	*Except for	Not Included
Securities and Exchange Commission (SEC) Registration	Certificate of Registration/License to Transact	TITF Account Opening	Stock & Transfer Book AFS Filing (if License was issued on a conditional basis)	GIS Filing (except if engaged as Resident Agent or Corporate Secretary) Bank account regularization (except if engaged as Resident Agent or Corporate Secretary) ü TIN Application of Foreign Shareholders ü Securities Deposit ü Certificate of Inward Remittance Filing
BIR Registration	BIR Certificate of Registration (COR) Ask for Receipt Notice (ARN)	Payment of DSTs on shares and lease	Registered Books of Accounts Authority to Print Receipts (ATP) OR and SI Books	Efps Registration Electronic OR/Invoice Application
Mayor’s Permit Application	Mayor’s Permit and Plate	Barangay Clearance and Plate Locational Clearance CTC (if required in MP) Fire Clearance (if required in MP) CGL Policy Temporary Sanitary Permit		Permanent Sanitary Permit Occupancy Permit of Office Unit
SSS Registration	Form R-1 (Employer Registration) Form R-1A (Employment Report)	For the first four (4) employees only		Registration of employees in addition to the first four (4) Payment of contributions
Philhealth Registration	Form ER1 (Employer Data Record) Report of Employee Members (Form ER2)	For the first four (4) employees only		Registration of employees in addition to the first four (4) Payment of contributions
HDMF Registration	Membership Registration Remittance Form Member’s Data Form	For the first four (4) employees only		Registration of employees in addition to the first four (4)
PEZA Registration	Registration Agreement Zero VAT Rating Certificate Certificate of Registration			Filing of Post-Registration Requirements including Notice of Start of Commercial Operations, Validation of Incentives, etc.

*pertains to documents that we secure which are not requirements to obtain the DESIRED OUTCOME but has been a part of the service ever since.

DOCUMENTARY REQUIREMENTS:

Domestic Corporation/Subsidiary

The basic documentary requirements for the SEC registration of a subsidiary in our business registration service in the Philippines are as follows:

Basic Requirements:

Name verification slip (may be secured online);
Bank Certificate showing paid-in capital;
Articles of Incorporation and By-Laws;
Treasurer’s Affidavit;
Cover Sheet.

Additional Requirements:

For corporations with foreign equity, Proof of Inward Remittance by non-resident aliens and foreign corporate subscribers who want to register their investment with the Central Bank of the Philippines.

For corporations with more than 40% equity, submit Form F-100 (Application to Do Business Under the Foreign Investments Act of 1991).

Directors and Corporate Officers for a Corporation:

Philippine corporate law requires that a majority of the board of directors must be residents of the Philippines although not necessarily Filipino citizens. Every director must own at least one share of capital stock, which must stand in his name in the books of the corporation either as nominee or legal owner thereof. Ordinarily, this arrangement is covered by a Declaration of Trust and Assignment of Shares. We likewise provide nominee directorship/incorporator services for a nominal fee.

PEZA REGISTRATION REQUIREMENTS:

The basic documentary requirements for the PEZA registration of a branch or domestic corporation/ subsidiary in our business registration service in the Philippines are as follows:

Project brief (note: the completion of the project brief entails the submission of additional documents relating to the statements made therein).

General and Technical Data/Documents:

Parent company and product brochures
Description of the new project (include description and uses of the service)
Detailed organizational chart
Project timetable
Potential market, marketing costs, marketing program
Service process and flowchart
List of equipment, their country of origin, rated capacity, and corresponding costs
Materials, their sources and prices; supply contracts, if any; ratio of imported to local materials, if applicable
Area requirement, office lay-out
Equipment lay-out
Electricity and water requirements
Types and volume of wastes and waste disposal system
Bio-data of principal officers
Certificate of registration with the Securities and Exchange Commission, and
Articles of incorporation.

Financial Data/Documents:

Of employees: position and salary rates, training to be provided and length of training, classification of employees as to a) skilled, semi-skilled and unskilled, b) direct, indirect and administrative
Of foreign experts to be hired: positions, salary rates, length of stay
Projected volume of sales, selling price and unit of measure
Breakdown of other dollar costs (interest on loans, salaries of foreign personnel)
Of workdays per year: no. of shifts per day
Sources of financing (please indicate whether loans to be obtained are foreign currency denominated or not)
Latest audited financial statements, if any, and
Parent company’s latest volume and value of sales, net income, total assets and of total employees, if applicable.

Anti-graft certificate
Board Resolution authorizing the filing and designation of a representative
SEC Certificate of Registration, Articles of Incorporation and By-Laws (if not yet available, we will submit draft of Articles of Incorporation).

TIME TABLE AND PROCESSES:

We will exert our best effort to carry out our obligations in accordance with the timetable set out in this in our business registration service in the Philippines proposal, or as otherwise agreed. However, unless both of us specifically agree otherwise in writing, the dates contained in the Proposal are indicative dates intended for planning and estimating purposes only and are not contractually binding.

Procedure (in order)	Time to Complete (Minimum to Maximum)	Agency/Person Responsible	Comments/Cost
Securities and Exchange Commission (SEC) Registration
Reserve Company Name	Reservation may be done in 1-2 days and payment must be made at the SEC office in Ortigas	SEC	Reservation may be done online Verification is free but reservation of the name, once approved by SEC, costs PhP40.00 or -+US$1.00 for the first 30 days. The company name can be reserved for a maximum of 90 days for a fee of PhP120.00 or -+ $3.00, which is renewable upon expiration of the period
Obtain bank certificate for the deposit of the paid-in capital from the Authorized Agent Bank (AAB)	3-5 working days after deposit (where all documents are complete)	Authorized Agent Bank	Bank charges vary from PhP100.00-300.00 or -+US$2.00-US$7.00 for the certification. This requires opening an account. The bank will request all the same documents that SEC requires.
Register the company with SEC and receive pre-registered Taxpayer’s Identification Number (TIN)	10-15 working days (this depends on completion of documents and the volume of applications received)	SEC	Cost: 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 PhP1,000.00 or -+US$21.00 plus PhP15.00 or -+US$.30 legal research fee (LRF) equivalent to 1% filing fee but not less than PhP10.00 or -+US$.20 plus PhP510.00 -+US$11.00 articles of incorporation and by-laws plus PhP470.00 or -+US$10.00 stock and transfer book (STB) required for new corporations Fee includes registration of the STB
Business Permits Issued by the Local Government Units (LGUs)			This can only be done after the release of SEC Certificate of Registration
Obtain the Community Tax Certificate (CTC)	1-2 working days (this depends on completion of documents and the volume of applications being processed)	City Treasurer’s Office	Minimum of PhP500.00 or -+US$10.00 (depends on authorized capital stock or earnings) The company must pay an annual community tax. The basic community tax depends on whether the juridical entity is a sole proprietor, partnership, or corporation. Additional community tax (which shall not exceed PhP10,000.00 or -+US$200.00) depends on the value of real property owned by the company in the Philippines (PhP2.00 or -+US.05 for every PhP5,000.00 or -+US$100.00) and on the gross receipts including dividends/earnings derived from business in the Philippines during the preceding year (PhP9.00 or -+US$.20for every PhP5,000.00 or -+US$100.00) The CTC is issued to the company upon payment of the community tax and is a prerequisite to obtain a Mayor’s Permit
Barangay Clearance	2-4 working days		PhP200.00 or -+US$5.00 to PhP2,000.00 or -+US$40.00 depending on the capitalization and place of business Php250.00 or -+US$5.00-PhP500.00 or -+US$10.00 clearance plate fee (depends on the barangay or village)
Locational Clearance (Inspection for the locational clearance from the UDD-ZAD)	5-15 working days after release of Barangay Clearance depending on the completion of documents and the availability of City Hall inspectors	Urban Development Department-Zoning Administration Division (UDD-ZAD)	·PhP2,700.00 or -+US$60.00 (PhP200.00 filing fee plus PhP2,500.00 processing fee equivalent to PhP12.50 or -+US$.30 per square meter assuming an area of 200 square meters) To secure the locational clearance, the required documents are: Vicinity/location map Barangay clearance Contract of lease SEC registration Building or Occupancy Permit Business Permit Application Form
Assessment of Business Permit Fees	1-4 working days from the release of the locational clearance		PhP12,129.00 or -+US$260.00 (PhP729.00 business tax plus PhP6,000.00 Mayor’s Permit fee plus PhP5,400.00 garbage fee The company must file the following documents at the Business Permits Office: SEC Registration Locational Clearance Copy of the Contract of Lease Articles of Incorporation Barangay Clearance Public Liability Insurance After obtaining the locational clearance, the applicant goes to the office to submit the application form and requirements, get the assessment of business permit fees and taxes, and obtain the approval of the City Administrator. The business permit fees and taxes are paid at the Business Tax Division
Business Permit to Operate	3-8 working days from the time of payment	Business Permits Office (BPO) of the City Hall or Municipal Hall
Temporary Sanitary Permit	2-5 working days from payment of assessed fees		Minimum of PhP600.00 or -+US$13.00 The official receipt for the sanitary permit must be presented at the Local Health Department for issuance of Permanent Sanitary Permit MSS Business Solutions will only secure the temporary sanitary permit while the permanent one will already be in the custody and care of the company since LGUs may require the participation of the employees
Bureau of Internal Revenue (BIR) Registration			This can only be done after the completion of business permits issued by the LGUs
Pay DST on Share *applicable only for stock corporation	1 working day from release of SEC Certificate of Registration (COR)		DST on the original issuance of shares of stock. The rate is .005% of the par value of the shares. Payment is due on the 5^th of the month from the date of registration with SEC
Purchase of Books of Account	1 working day		PhP60.00-PhP80.00 or -+US$1.00-3.00 per columnar book
Register for value added tax (VAT)	1 working day		PhP530.00 or -+ US$12.00 (PhP500.00 registration fee plus PhP15.00 certification fee plus PhP15.00 documentary stamp tax)
Obtaining the company Tax Identification Number (TIN) and Bureau of Internal Revenue (BIR) Certificate of Registration (BIR Form 2303)	3-8 working days depending on the completion of documents and the volume of applications being processed	BIR	The following must be on hand for submission: Barangay Clearance Mayor’s Permit Copy of the SEC-issued Registration Certificate Notarized Lease Contract Documentary Stamp Tax on Lease Contract and its proof of payment (paid by lessor or lessee) Documentary Stamp Tax on Shares Issued Registration Fee of PhP500.00 for BIR Form 0605 plus PhP15.00 certification fee plus PhP15.00 documentary stamp tax
Obtain the Authority to Print (ATP) receipts and invoices from the BIR	3-8 working days from the time of submission of complete requirements.		Client should inform MSS Business Solutions if they have a desired format The Authority to Print (ATP) receipts and invoices must be secured before the sales receipts and invoices are printed. The company can ask any authorized printing company to print its official forms or it can print its own forms after obtaining a permit from BIR for this purpose. To obtain the authority to print receipts and invoices from BIR, the company must submit the following documents to the Revenue District Office (RDO) or concerned office having jurisdiction over the place of business Duly completed application for authority to print receipts and invoices (BIR Form 1906) Job Order Final and clear samples of receipts and invoices (machine-printed) Application for registration (BIR Forms 1901 or 1903) TRU Form or photocopy of TIN card Proof of payment of annual registration fee (BIR Form 0605)
Print receipts and invoices at the print shop	5-15 working days from the time of release of ATP		PhP3,000.00-PhP3,800.00 or -+US$65.00-US$80.00 Receipts, invoices, and books of accounts must be stamped by BIR After the printing of receipts and invoices, a Printer’s Certificate of Delivery (PCD) is issued, which the company shall have stamped as ‘Registered’ by the BIR RDO or concerned office having jurisdiction over the principal place of business
SSS, PhilHealth			·To register the company, we only need 1 employee. Employees’ registrations are not part of the engagement due to the following reasons: SSS requires personal appearance of employees Online registration in HDMF
Philippine Economiz Zone Authority (PEZA)	4-9 weeks		·

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MSS Business Solutions - Training and Consultancy Company in the Philippines

Business Registration Service in the Philippines

BUSINESS REGISTRATION SERVICE IN THE PHILIPPINES

Securities and Exchange Commission (SEC) Registration

BIR Registration

Mayor’s Permit Application

SSS Registration

Philhealth Registration

HDMF Registration

PEZA Registration

DOCUMENTARY REQUIREMENTS:

Basic Requirements:

Directors and Corporate Officers for a Corporation:

PEZA REGISTRATION REQUIREMENTS:

General and Technical Data/Documents:

Financial Data/Documents:

TIME TABLE AND PROCESSES:

Securities and Exchange Commission (SEC) Registration

Business Permits Issued by the Local Government Units (LGUs)

Bureau of Internal Revenue (BIR) Registration

SSS, PhilHealth

Philippine Economiz Zone Authority (PEZA)

Business Services

MSS Business Solutions