A foreign corporation applying for a license to transact or do business in the Philippines must appoint a Resident Agent. The appointment is submitted to the Securities and Exchange Commission (SEC) together with the application and other requirements. This is discussed below.
A resident agent may be either an individual residing in the Philippines or a domestic corporation lawfully transacting business in the Philippines.
- An individual resident agent must be of good moral character and of sound financial standing.
- In case of a domestic corporation who will act as a resident agent, it must likewise be of sound financial standing and must show proof that it is in good standing as certified by the SEC.
The Resident Agent, as the name suggests, must be a resident of the Philippines. It is the duty of the resident agent to immediately notify the SEC in writing of any change in the resident agent’s address.
The applicant foreign corporation must file a written power of attorney, designating the Resident Agent and consenting that service upon its Resident Agent shall be admitted and held as valid as if served upon the duly authorized officers of the foreign corporation at its home office. In all actions or other legal proceedings against such corporation, summons and other legal processes may be served on the Resident Agent.
The applicant foreign corporation must also execute and file with the SEC an agreement or stipulation, executed by the proper authorities of said corporation, in form and substance as follows:
“The (name of foreign corporation) hereby stipulates and agrees, in consideration of being granted a license to transact business in the Philippines, that if the corporation shall cease to transact business in the Philippines, or shall be without any resident agent in the Philippines on whom any summons or other legal processes may be served, then service of any summons or other legal process may be made upon the Commission in any action or proceeding arising out of any business or transaction which occurred in the Philippines and such service shall have the same force and effect as if made upon the duly authorized officers of the corporation at its home office.”
Whenever such service of summons or other process is made upon the SEC, the SEC shall, within 10 days thereafter, transmit by mail a copy of such summons or other legal process to the corporation at its home or principal office. The sending of such copy by the SEC shall be a necessary part of and shall complete such service. All expenses incurred by the SEC for such service shall be paid in advance by the party at whose instance the service is made.