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Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
AT A GLANCE:
In order to secure a license to transact business in the Philippines, the foreign corporation must submit to the Securities and Exchange Commission, its application, articles of incorporation, by-laws and their translation to official language of the Philippines.
(Section 142, Revised Corporation Code)
The law says –
A foreign corporation applying for a license to transact business in the Philippines shall submit to the Securities and Exchange Commission (SEC) a copy of its articles of incorporation and bylaws, certified in accordance with law, and their translation to an official language of the Philippines, if necessary. The application shall be under oath and, unless already stated in its articles of incorporation, shall specifically set forth the following:
- The date and term of incorporation;
- The address including the street number, of the principal office of the corporation in the country or State of incorporation;
- The name and address of its resident agent authorized to accept summons and process in all legal proceedings and all notices affecting the corporation, pending the establishment of a local office;
- The place in the Philippines where the corporation intends to operate;
- The specific purpose or purposes which the corporation intends to pursue in the transaction of its business in the Philippines provided that said purpose or purposes are those specifically stated in the certificate of authority issued by the appropriate government agency;
- The names and addresses of the present directors and officers of the corporation;
- A statement of its authorized capital stock and the aggregate number of shares which the corporation has authority to issue, itemized by class, par value of shares, shares without par value, and series, if any;
- A statement of its outstanding capital stock and the aggregate number of shares which the corporation has issued, itemized by class, par value of shares, shares without par value, and series, if any;
- A statement of the amount actually paid in; and
- Such additional information as may be necessary or appropriate in order to enable the SEC to determine whether such corporation is entitled to a license to transact business in the Philippines, and determine and assess the fees payable.
Attached to the application for license shall be a certificate under oath duly executed by the authorized official or officials of the jurisdiction of its incorporation, attesting to the fact that the laws of the country or state of the applicant allow Filipino citizens and corporations to do business therein, and that the applicant is an existing corporation in good standing. If the certificate is in foreign language, a translation thereof in English under oath of the translator shall be attached to the application.
The application for a license to transact business in the Philippines shall likewise be accompanied by a statement under oath by the president or any other person authorized by the corporation showing to the satisfaction of of the commission and when appropriate, other governmental agencies that the applicant is solvent and in sound financial condition, setting forth the assets and liabilities of the corporation as of the date not exceeding one (1) year immediately prior to the filing of the application.
If the Commission is satisfied that the applicant has complied with all the requirements and other special laws, rules and regulations, the Commission shall issue a license to transact business in the Philippines to the applicant for the purpose specified in such license.
(Section 142-143, Revised Corporation Code)
Read also: How foreign corporations can do business in the Philippines
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries regarding taxation and taxpayer’s remedies, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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