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Resident Agent Services in the Philippines
We offer Resident Agent Services to foreign corporations seeking to expand their operations in the Philippines. Our consultants are highly knowledgeable of the responsibilities of a resident agent, having acted as resident agents for many of our clients.
What is a Resident Agent?
A Resident Agent is an individual/corporation appointed by a foreign corporation to receive summons and other legal proceedings served to or against the foreign corporation’s local entity in the Philippines, on behalf of the corporation.
The resident agent can be an individual residing in the Philippines or a domestic corporation lawfully doing business in the country. If an individual, s/he must be of good moral character and sound financial standing. If a corporation, it must be fully compliant with SEC and have sound financial standing.
Why Do I Need to Appoint a Resident Agent to Set Up My Company in the Philippines?
Under the Revised Corporation Code (RCC), foreign corporations that want to expand their business in the Philippines through a local entity (i.e., Branch Office, Representative Office, Regional Headquarters [RHQ] or Regional Operating Headquarters [ROHQ]) are mandated to appoint a resident agent so they can be issued a License to Do Business in the Philippines by the Securities and Exchange Commission (SEC), the governing body of private corporations in the country.
The appointment of a resident agent must be authorized through a Board Resolution and an agreement executed by the Board of Directors of the foreign corporation. The resident agent must signify their acceptance of the appointment through an official document.
Failure to appoint or maintain a resident agent is a ground for revocation of the license issued by SEC.
Responsibilities of a Resident Agent
In compliance with the RCC and other applicable laws, a resident agent shall have the following responsibilities:
- Receive summons and legal proceedings served to the local entity and transmit them to the Board of Directors of the foreign corporation
- Regularly communicate with the Board of Directors for any updates on corporate compliance and other related concerns
- Prepare minutes of meetings of the Board of Directors
- Prepare and file General Information Sheet (GIS) annually with SEC or when there are changes in any information about the local entity (address, directors/officers, etc.)
- Prepare and file documents for the submission of Audited Financial Statements (if applicable)
Can the Appointment of a Resident Agent be Revoked?
The appointment of a resident agent can be revoked if the foreign corporation decides to replace their incumbent resident agent. The foreign corporation must submit to SEC a copy of the Board Resolution certifying the revocation and a duly authenticated Power of Attorney which shall designate the name and other pertinent details of the new resident agent.