The Philippines is an important member of the Association of Southeast Asian Nations (ASEAN), an organization that has been committed to strengthening economic cooperation and integration in the region since its establishment. The Philippines is also one of the 24 members of the Asia-Pacific Economic Cooperation (APEC), one of the most influential official forums for economic cooperation in the Asia-Pacific region, which aims to promote economic development and strengthen investment cooperation. In addition, the Philippines is a member of the Regional Comprehensive Economic Partnership (RCEP), which aims to strengthen economic cooperation among East and Southeast Asian countries and promote regional economic development.
The Philippines' economic development is gaining momentum, and more and more Chinese companies are setting their sights on the Southeast Asian country. Many business people set up companies in the Philippines in the hope of taking advantage of the Philippines' resources and huge market potential. As more and more Chinese companies enter the Philippine market, it has naturally become the focus of many e-commerce sellers to enter the online retail platform with the largest variety of goods in Southeast Asia. It is foreseeable that the economic and trade cooperation between China and the Philippines will be closer in the future, bringing more business opportunities and opportunities to the two countries.
PhilippinescompanyConditions of Registration
The types of companies that Chinese can register in the Philippines are: sole proprietorship, partnership, company, branch, representative office, regional headquarters and regional business headquarters. The companies most chosen by Chinese are divided into wholly foreign-funded companies and Sino-Philippine joint ventures.
1. Conditions for registering a Philippine joint venture company.
1.Shareholders: At least 5 natural person shareholders, including at least 3 Filipino shareholders.
2.Directors: At least 5 natural person directors, including at least 1 Filipino director, each director must hold shares.
3.Secretary: At least 1 Filipino secretary.
4.Share allocation ratio: foreign investors must hold less than 40% of the shares of the joint venture company, and Filipino nationals must hold more than 60% of the shares.
5.Registered address: A valid local registered address is required.
6.Registered capital: from 5,000 pesos.
2. Conditions for registering wholly foreign-funded companies in the Philippines.
1.1 shareholder (OPC single-person company), or more than 3** (2 less natural persons).
2.Share distribution ratio: foreign capital accounts for more than 40% of the shares, and more than 100% of the shares.
3.Company members: chairman (no Filipino nationality required), company secretary and treasurer (Filipino nationality required, can be the same person).
4.Registered capital: The lowest requirement is 200,000 US dollars (non-retail such as e-commerce, non-restricted industries do not need to be paid).
5.All applications and requirements are subject to SEC approval before the company can be registered.
Note: Only companies that are not included in the investment restriction list are allowed to set up wholly foreign-funded companies.
PhilippinescompanyRegistration Process
1.Registered with the SEC (Philippine Exchange Commission).
Submit the company name, as well as supporting materials such as the application form.
2.District ** Registration.
Apply for a Philippine Local Administrative Area Permit.
3.City** Registration.
Apply for a company operating license.
4.BIR (Internal Revenue Service Registered).
Apply for a corporate tax account.
5.Open SSS (Shebao), PhilHealth (medical insurance), PAG-ibig (housing provident fund) accounts.
Deliverables:1Certificate of Incorporation of the Philippines;
2.Articles of Association and Share Capital of the Philippines;
3.Philippine Company Secretary Card;
4.A list of Philippine company documents;
5.Philippine company seal.
Philippine Company Registration – Overseas Investment Filing.
01What are the requirements for ODI filing?
1. The domestic company has been established for one year.
2. The profit of the domestic company exceeds the investment amount.
3. The domestic company is a shareholder of the overseas company.
02 Materials to be prepared for ODI filing:
1. Basic reasons for overseas investment;
2. Subject information of overseas investment (copies and official seals of business licenses, organizational structures, tax registration certificates, articles of association, legal representative certificates and other documents of the investment entity);
3. The Chinese and English name, establishment method, business scope, industry, registered capital, registered address and other information of the overseas enterprise;
4. The scale of investment, including the total amount of investment, the amount of investment by the Chinese party and the amount of investment by the foreign party.
5. Composition of Chinese investment;
6. Analysis of investment projects (including business content, scale, product supporting infrastructure, investment period, etc.) If it is an M&A investment, it shall include the production and operation status, assets and financial status of the M&A target company, as well as the specific acquisition plan, etc.);
7. The significance of the project (including driving exports, acquiring technology, acquiring or establishing marketing networks, creating local employment and taxation, etc.);
8. M&A agreement or plan signed with the acquirer (provided for M&A investment).
03 Precautions for ODI ICP filing applications.
1. Under normal circumstances, the first filing and the approval of the Ministry of Commerce (Department) can be carried out simultaneously, mainly because the materials submitted to the two institutions are almost the same.
2. If you want to improve the success rate of ODI filing, it is recommended to apply for the "Overseas Investment Certificate" approved by the Ministry of Commerce (Department) firstThen apply for the "Overseas Investment Filing" issued by ***;
3. If a domestic enterprise establishes a shell company overseas, the ODI filing application will not be approved if it does not carry out the actual overseas investment business.
4. The proof of funds shall be subject to the deposit certificate of the enterprise in the last three months, and the specific certificate shall be issued on the date of submission of the materials required for the formal ODI filing application.