summary of incorporation process final

6
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 SEC Deposit the minimum paid-up capital in the Authorized Agent Bank (AAB) and obtain bank certificate of deposit. 1 day Some 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.

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Summary of incorporation

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Page 1: 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

Page 2: Summary of Incorporation Process Final

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

Page 3: Summary of Incorporation Process Final

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.

Page 4: Summary of Incorporation Process Final

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)

Page 5: Summary of Incorporation Process Final

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).