After reading What is a Foreign Corporation?, read also Effects if a Stock of a Close Corporation is issued or Transferred in Breach of Qualifying Conditions
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A foreign corporation is one formed under laws other than those of the Philippines’ and whose laws allow Filipino citizens and corporations to do business in its own country
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A foreign corporation has the right to transact business in the Philippines
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A foreign corporation must have a license to do business in the Philippines
Under the Republic Act No. 11232 or the Revised Corporation Code of the Philippines, a foreign corporation is one formed, organized or existing under laws other than those of the Philippines’ and whose laws allow Filipino citizens and corporations to do business in its own country or State. Said foreign corporation shall have the right to transact business in the Philippines after obtaining a license for that purpose.
How may a foreign corporation apply for a license to transact business in the Philippines?
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:
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The date and term of incorporation;
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The address including the street number, of the principal office of the corporation in the country or State of incorporation;
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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;
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The place in the Philippines where the corporation intends to operate;
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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;
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The names and addresses of the present directors and officers of the corporation;
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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;
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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;
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A statement of the amount actually paid in; and
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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.
If the SEC is satisfied that the applicant has complied with all the requirements pursuant to the Revised Corporation Code and other special laws, rules and regulations, it shall issue a license to transact business in the Philippines to the applicant for the purpose or purposes specified in such license.
Upon issuance of the license, such foreign corporation may commence to transact business in the Philippines and continue to do so for as long as it retains authority to act as a corporation under the laws of the country or State of its incorporation, unless such license is sooner surrendered, revoked suspended, or annulled.
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries regarding illegal dismissal, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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