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Business Registration

How to register a one-person corporation, a subsidiary of a foreign company, and a branch office of a foreign corporation, RHQ/ROHQ?

Access the SEC- Company Registration System (CRS) - the full automation and online pre-processing of corporations and partnerships, licensing of foreign corporations, amendments of the articles of incorporation and other corporate applications requiring SEC approval.  The following are what you will find in the web page:


              STEP 1 – NAME VERIFICATION

  • In this section, you will provide correct details for applicant/authorized representative contact details, company type, company name.

  • For a One-Person Corporation (OPC), select the “Stock Corporation” as the company type, then the “OPC” as the company subtype.

  • For a Subsidiary of a foreign company, select the “Stock Corporation” as the company type, then “Corporation with less than 5 incorporators” or “Corporation with 5 or more incorporators” for the company subtype.

  • For Branch office of a foreign corporation, select the “Foreign Stock” as the company type, then the “Branch Office” as the company subtype.

  • For RHQ, select the “Foreign Non-stock” as the company type, then the “Regional or Area Headquarters” as the company subtype.

  • For ROHQ, select the “Foreign Stock” as the company type, then the “Regional Operating Headquarters” as the company subtype.

  • You may continue to fill out the rest of the application by proceeding to Step 2 while waiting for the name verification process to complete.


                  STEP 2 – COMPANY DETAILS

  • In this section you will provide the Primary and Secondary Purpose of the company, the Principal Office Address, and the current and valid business contact information.


                  STEP 3 – CAPITAL STRUCTURE

  • In this section you will provide information for Capital Structure details, and the details for Authorized Capital Stock.


                   STEP 4 – COMPANY OFFICERS

  • In this section you will provide the name of the Treasurer, his/her nationality, and the company officers, such as the Incorporator, Director, or Subscriber.


                  STEP 5 – FILE UPLOADING

  • The types of files/documents that may be required to upload in this step are the following:

a.) Name appeal document. This is necessary to upload if the result of the name verification process for the proposed company name in Step 1 is Failed and the applicant tag the application for appeal.

b.) Pre-defined additional requirements. There are company types that require additional documentary requirements in support of the application, thus, these should be submitted together with the application.

 STEP 6 – APPLICATION REVIEW – this is the last and final step in filling out the         application form.

  • Step 6 is the last and final step in filling out the application form. The screen for Step 6 contains the following information: 1) Application Status as Draft 2) Name reservation validity information 3) Name Verification Status (Initial System Verification) 4) Application Summary and links to Steps 2 to 5.


  • A checklist of applicable System Generated Forms will display. Click the "Download" link to download the form/s and provide all the necessary signatures for each incorporator/partner. Once signed, upload the authenticated or notarized file/s by click button.


  • Once the payment has been done and confirmed by SEC, an email notification for approved registration will be sent.  You may now download the Digital Certificate of Incorporation/Partnership by clicking the link provided in the email notification.

  • You can download a User Guide to know the step-by-step procedures of the system.

  • Subsidiaries are independent of their parent company, it is a separate legal entity, whereas, in a branch, the parent organization maintains a greater level of control.

  • A subsidiary offers greater liability protection for the parent organization. The shareholders of the parent company have no liability in the case of legal problems or debt of the subsidiary. Whereas, if branch has legal problems or debts, a parent organization is liable.

  • A subsidiary adds more accessibility and greater credibility to the parent organization. In most cases, foreign clients, service providers, and banks prefer doing business with a subsidiary for both legal and financial reasons, creating better accessibility to your business and sector.

  • A subsidiary is more flexible than a branch: Subsidiaries enjoy a greater degree of flexibility in the issuing of transferring of shares to third parties (such as investors, partners, employees etc.), as well as the public stock exchange.

  • May take advantage of cost efficiencies in a foreign country. Parent companies that open foreign subsidiaries can often take advantage of the country’s manufacturing and labor costs.

What are the advantages of establishing a subsidiary over a branch?

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