Register a Domestic Corporation (Subsidiary) in the Philippines

Subsidiaries which are Domestic Corporations with more than 40% foreign capital (which are considered 100% foreign) are generally required to remit US$200,000 as initial paid-in capital. However, your company may qualify as an Export Enterprise if its export sales, such as sale of service, are at least 60% of gross sales and may therefore be exempted from this requirement. Instead, your company will only be required to remit an amount corresponding to at least 25% of the subscription, which subscription must be at least 25% of the authorized capital. In no case shall the paid-up capital be less than Five Thousand Pesos (Php5,000.00).

Subsidiary Requirements with Philippine SEC

  • Name verification slip
  • Articles of Incorporation
  • By-Laws
  • Treasurer’s Affidavit
  • Registration Data Sheet

Directors and Corporate Officers for a Subsidiary

The majority of the board of directors must be residents of the Philippines, although not necessarily Filipino citizens. Once the Board of Directors is elected they must formally organize by election of a President, who shall be a director, a treasurer who may or may not be a director, a corporate secretary who should be a resident and citizen of the Philippines, and such other officers that are provided in the by-laws of the Corporation. All directors must own at least one share of capital stock, which must stand in his name in the books of the corporation. It is possible for the director to hold such share as a nominee of another person, as the only requirement is a legal title. Ordinarily, this arrangement is covered under a Deed of Trust and Assignment as well as an Indemnity Agreement.