Summary of Incorporation Process Final
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Transcript of Summary of Incorporation Process Final
No. Government Agency Procedure Time to Complete Associated Costs
1 SEC
Verify and reserve the proposed corporate name. The company can verify
the availability of the company name online. Verification is free but reservation of the name, once approved by the SEC, costs PHP 40 for the first 30 days. The company name can be reserved for a
maximum of 120 days for a fee of PHP 120, which is renewable upon expiration
of the period.
1 day Php 40
2 SECDeposit the minimum paid-up capital in the Authorized Agent Bank (AAB) and obtain bank certificate of deposit.
1 daySome banks charge a fee
for issuance of the certificate of deposit.
a) Prepare Secretary’s Certificate authorizing the Treasurer-in-Trust to open a bank account in behalf of the
corporation.b) Identify a bank where the account will be opened and request for the issuance of certificate of bank deposit. Sample of certificate is available with SEC. Amount deposited must be equivalent to the total
paid-up capital.
c) Have the bank certificate notarized in the place where the certificate was
issued.
3 SECPrepare Articles of Incorporation and
Treasurer's Affidavit. Have it notarized also.
1 day PHP 500
4 NTC Submit Articles of Incorporation and By-Laws for clearance
3 days
5 SEC Register the company with the SEC. 5 days
1/5 of 1% of the authorized capital stock or the
subscription price of the subscribed capital stock,
whichever is higher but not less than PHP 1,000 + legal
research fee (LRF) equivalent to 1% of filing fee but not less than PHP 10 + PHP 500 By-laws + PHP
2000 for application under Foreign Investments Act
(FIA) + PHP 20 LRF equivalent to 1% of
application under FIA + PHP 150 for registration of
stock and transfer book (STB) required for new
corporations + PHP 320 for STB + PHP 10 registration for SEC bulletin + PHP 30
handling fee
5.1
Present six sets (printed on A4-sized bond papers) of the accomplished forms
and documents for pre-processing at the Company Registration and
Monitoring Department (CRMD). Only complete application documents are
accepted for processing. All documents executed outside the Philippines must be
authenticated by the appropriate Philippine embassy or consulate in the
area concerned.
a) Company name verification slip
b) Articles of Incorporation (notarized) and by-laws
c) Treasurer's affidavit/authority to verify bank account (notarized)
d) Bank Certificates of Deposit (notarized)
e) Written Undertakingto Change Corporate Name by any
Incorporator or Director, Trustee, Partner (notarized)
f) Registration Data Sheet with particulars on directors, officers,
stockholders, etc.
h) Proof of Inward Remittance by Non-Resident Aliens or Residents
j) Endorsement from NTC5.2 Pay the filing fees to the cashier.
5.3
Claim the certificate/license from the Releasing Unit, Records Division upon
presentation of the official receipt issued for payment of filing fee.
Applicants can buy and register their Stock &
Transfer Book orMembership Book
immediately after the issuance of the Certificate
of Incorporation or within 30 days upon issuance thereof.
Costs included above.
6 BSP
According to a representative of the International Operations Department of
the BSP, to start the registration process, they would initially require the
following from the investor:a) Proof of SEC Registration
b) Application for Registration of Inward Foreign Direct Investments (FDIs)
(document attached). Required supporting documents are also listed
here.
c) Original certificate of inward remittance (CIR) of Foreign Exchange
(FX) issued by an authorized agent bank (AAB) (document attached)
NOTE: All applications for registration of foreign direct investments shall be filed
with the BSP within one (1) year from the date of inward remittance/actual transfer of assets to the Philippines. Applications
for registration of foreign direct investments already recorded in the
investee firm’s books may be filed with the BSP International Operations Department up to 18 April 2015,
regardless of date of inward remittance of FX/actual transfer of assets to the
Philippines. After this date, the one (1) year prescriptive period for filing of
applications for registration of foreign direct investments shall apply.
A Bangko Sentral Registration Document (BSRD) shall be issued by the
BSP evidencing registration of such investments.
With regard the repatriation and remittance privileges granted to duly
BSP-registered foreign investments, it may be effected by AABs without prior BSP approval upon presentation of the
original BSRD together with the supporting documents under Items C.1 and C.2 of Appendix 1 of the Manual
(document attached).