RE: Requirements and Steps for Setting up a Representative Office

DATE: 6 February 2019

Documentary Requirements

To register a representative office for a foreign stock corporation with the Securities and Exchange
Commission (SEC), the following documents must be prepared and submitted:

1. Cover Sheet;
2. Name Verification Slip;
3. Application of a Foreign Corporation to Establish a Representative Office in the Philippines
(S.E.C. Form No. F-104);
4. Authenticated copy of the Board Resolution, which must:
a. Authorize the establishment of a representative office in the Philippines;
b. Designate the resident agent to whom summons and other legal processes may
be served in behalf of the foreign corporation;
c. Stipulate that in the absence of such agent or upon cessation of its business in
the Philippines, any summons or legal processes may be served to the SEC as if
the same is made upon the corporation at its home office;
5. Authenticated Financial Statements (AFS) for the immediately preceding year at the time
of filing of the application and which must be certified by an independent Certified Public
Accountant of the home country and authenticated before the Philippine
Consulate/Embassy ;
6. Certified copies of the Articles of Incorporation, with an English translation thereof if in a
foreign language;
7. Notarized proof of Inward Remittance, such as a bank certificate of inward remittance, in
the amount of at least $30,000.00; and
8. Resident Agent’s acceptance of the designation.

Procedure in Registering a Representative Office

Registration of a representative office of a foreign corporation is done through the SEC’s Online
Company Registration System (CRS).

The online interface provides step-by-step instructions for the registration as well as for the
payment process but the general outline of the process is as follows:

1. The applicant creates an account with the CSR using an existing email address;
2. The applicant selects the relevant application type (foreign corporation representative
office) for the system to generate the appropriate forms;
3. The applicant verifies and reserves the availability of the proposed company name;
 4. Within 4 calendar days from the reservation of the proposed company name, the
applicant adds the company details to the online application forms that will be displayed
and uploads the necessary supporting documents;
5. The applicant receives confirmation of the receipt of the documents as well as an
assessment of fees to be paid, which may be paid online or through designated Landbank
branches;
6. Once the application is approved by the SEC, the applicant proceeds to the Company
Registration and Monitoring Department to claim the license after presenting the official
receipt.

Yearly Reportorial Requirements

For a representative office a foreign stock corporation, the following are the reportorial
requirements:

1. Audited Financial Statements (AFS)—which must be filed in accordance with the S.E.C.
license no. coding schedule or within 120 calendar days from the end of the corporation’s
fiscal year, if the fiscal year ends on a date other than December 31;
2. General Information Sheet (GIS)—which must be filed within 30 calendar days from date
of actual annual stockholder’s meeting;
3. Notification Update Form NUF)—which must be submitted within 30 days from the
occurrence of a change in the concerned foreign corporation’s principal office address,
accounting period, list of directors and officers, subsidiaries, and affiliates and other
notifications to the Commission.

Post-Registration Requirements

After securing the registration from the SEC, the corporation must register the business with the
Bureau of Internal Revenue (BIR) Revenue District Office (RDO) having jurisdiction over the registered
address of the business establishment along with the following supporting documents:

1. Mayor’s permit;
2. Residence certificate;
3. SEC Certificate of Registration.

Also, the corporation must also register with the Social Security System (SSS) by accomplishing
and submitting SSS Forms R-1 (Employer Registration) and R-1A (Employment Report) along with a
photocopy of the Articles of Incorporation.