A foreign corporation, whether stock or nonstock, and a foreign partnership who intend to register a Branch Office or Representative Office in the Philippines must comply with/file the specific requirements, enumerated and discussed below, with the Securities and Exchange Commission (SEC). The application requirements are discussed below.

Related articles: * Introduction to foreign corporations doing business in the Philippines * What constitutes “doing business” in the Philippines * Minimum paid-up capital for corporations in the Philippines * Designation of resident agent

* Registration of foreign-owned corporations in the Philippines * Application for registration of RHQ/ROHQ * Eleventh Foreign Investments Negative List * Required securities deposit * Grounds for revocation of license

These requirements are based on the Revised Corporation Code and culled from the materials issued by the SEC:

1. COVER SHEET

Available for download at the SEC website.

2. NAME VERIFICATION SLIP

Available for download at the SEC website.

3. APPLICATION FORM

There are separate forms, also available for download at the SEC website, for stock brach office, stock representative office, and nonstock branch/representative office, including foundations:

• Form 103 for stock branch office 
• Form 104 for stock representative office 
• Form 108 for non-stock branch/representative office, including Foundations (NBO & NRO) 

4. BOARD RESOLUTION

The Board Resolution, the copy of which must be authenticated, must contain the following:

• Authorizing the establishment of the Branch/Representative Office in the Philippines

• Designating the Resident Agent to whom summons and other legal processes may be served in behalf of the foreign corporation; and 

• Stipulating that in the absence of such Resident Agent or upon cessation of its business in the Philippines, any summons or legal processes may be served to SEC as if the same is made upon the corporation at its home office 

5. ARTICLES OF INCORPORATION

The applicant-foreign corporation must submit an authenticated copy of its Articles of Incorporation/Partnership, with an English translation thereof if in foreign language other than English.

6. FINANCIAL STATEMENTS

(a) For those whose home country REQUIRES Audited Financial Statements (AFS), the applicant shall submit financial statements:

• For the immediately preceding year at the time of filing of the application
  
• Audited by an independent Certified Public Accountant of the home country
  
• Authenticated before the Philippine Consulate/Embassy 

If the date of the AFS exceeds the one-year requirement, the applicant shall submit: 

• Authenticated Audited Financial Statements that are available as of date of filing and the application; and

• Authenticated unaudited Financial statements (AUFS) as of date not exceeding one (1) year immediately prior to the filing of the application signed by an officer of the foreign corporation 

(b) For those whose home country does NOT REQUIRE Audited Financial Statements, the applicant shall submit financial statements: 

• Authenticated unaudited Financial statements as of the date not exceeding one (1) year immediately prior to the filing of the application; and 

• Authenticated Certification signed under oath by an officer of a responsible regulatory institution or by the applicant’s legal counsel that the applicant is not required to prepare and submit audited financial statements, with citation of the law or regulation on which it is based. (attach the print out of the law for verification purposes) 

7. COMPLIANCE WITH FINANCIAL RATIOS

a. Stock branch office

Ratio	Formula	Benchmark Value
Solvency	Total assets/total liabilities	1:1
Liquidity	Current assets/current liabilities	1:1
Debt to equity	Total liabilities/equity	3:1

b. Stock representative office/ Nonstock branch office/ Nonstock representative office

Ratio	Formula	Benchmark Value
Solvency	Total assets/total liabilities	1:1

8. PROOF OF INWARD REMITTANCE

The applicant must submit a notarized proof of Inward Remittance such as bank certificate of inward remittance or credit advances (for stock branch/representative office).

9. AFFIDAVIT OF UNDERTAKING

The applicant must file an affidavit of undertaking to change corporate name. This is not required if already stated in the Application Form.

10. RESIDENT AGENT’S ACCEPTANCE

The Resident Agent’s acceptance of appointment must be submitted together with the rest of the application requirements. This is not required if Resident Agent is the signatory in the Application Form.

11. ENDORSEMENT

If the nature of business requires a secondary license, the applicant must submit the endorsement/clearance from the appropriate government agencies.

12. ADDITIONAL REQUIREMENT

For Non-Stock Branch/Representative Office Foundation, the applicant must submit a notarized Certificate of Bank Deposit of the amount not less than One Million Pesos (P1,000,000).