Branch Office Registration

Lawyers in the Philippines

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What is a Branch Office?

Icon of two office buildings indicating that Branch Office liability can extend to the parent.

A Branch Office is an extension of an already existing foreign business entity and as such, liability can be extended to the foreign parent.

Graph going up indicating the possible business to be done after the entity has been registered as a Branch Office.

A Branch Office can generate revenue from the Philippines like a Domestic Corporation. A Representative Office cannot generate revenue from the Philippines.

An icon of a hand and money as SEC Registation requires capitalization of USD 200,000 in most cases.

A Branch Office is 100% foreign owned and controlled by its foreign parent and can be capitalized with USD 200,000 with an initial inward remittance.

An icon of a businessman as a symbol of a Representative Agent of a Branch Office in the Philippines.

A Branch Office can be set up with only the Resident Agent specified, which FCB Law Office can offer should it be needed in your situation.

What are the Requirements for a Branch Office?

A Branch Office is an extension and can be set up only with a Resident Agent instead of a Board of Directors. It can only begin from its foreign parent’s Articles of Incorporation.

A photo of business people with document as a Branch Office will need complete foreign company registraion documents as well as other information as part of the submission.

Foreign Company Information

Foreign Company documents will be needed as well as information on the setup of the Philippine entity so that we can properly determine what is needed and file the registration correctly.

A lady examining documents as part of a Representative Agent's tasks is to receive summons on behalf of the Branch Office

Resident Agent

A Resident Agent must be decided upon so that there is a specified person to receive summons on behalf of the company. FCB Law Office can offer this service to you as part of our undertaking should it be needed in your situation.

Exteror of an office building as each SEC Registration must be indicate the complete address of the Branch Office

Physical Location

A physical location has to be determined as this is required at the point of registration and should be certain given that it is very difficult and cumbersome to change should you later decide to change it. A virtual office can serve.

A photo of Philippine bank notes as an indication of the capitalization cost and fees of an SEC Registration of a Branch.

Capitalization Cost

A Branch Office is capitalized at USD 200,000 or USD 100,000 in specific circumstances subject to industry regulations, which can increase this cost depending on the situation and the desired industry.

Atty Britanico and a
Branch Office in the Philippines

A Branch Office allows a corporation organized abroad to do business and generate revenue in the Philippines. In comparison to a domestic subsidiary, it has the advantage of being under the home office’s direct control and management.
A Branch Office is the right choice for those who want full control and who also want to generate revenue in the Philippines. FCB Law Office will be happy to assist you.

Atty Britanico, Founder

What are the Advantages & Disadvantages of a Branch Office?

A Branch Office only needs a Resident Agent instead of a full Board so it is easier administratively. Additionally, income tax is only applied on PH generated revenue.

Photo of a businessman symbolizing the fact that a Branch Office's liabioity can extend to the foreign parent.

Liability extends to the parent

Incorporation requirements for a Branch Office require the appointment of a Resident Agent.

Only needs a Resident Agent

A young American businessman symbolizing the fact that a Branch Office is fully contrlled by the foreign parent.

Full Foreign Control

Philippine bank notes to symbolize the taxes that will be levied against a Branch Office

Subject to income tax only on PH income

What is the Incorporation Process?

An email icon symbolizing an Incorporation client contacting FCB Law for a possible SEC Registation.

Email Us with detail of what you would like to do and what your goals are and include details on what the Philippine Branch Office would be doing.

Branch Office Best Incorporation Option

Assessment FCB Law Office will assess the information given and determine whether a Branch Office is the correct setup for you or whether a Domestic Corporation or a Representative Office is better.

A icon of a pen and a person since signatories must sign the SEC Registration documents prior to physical submission.

Signing of Registration Documents The Registration documents must be signed and the hard copies sent to us so that we can properly file the registration for the company.

Office buildings icon, representing the physical submission of the documents required for the SEC Registration.

Registration at the SEC The Branch Office must first be registered at the SEC as this is the first document that is needed and it is a requirement to complete the other steps.

A hand and money icon representing the Branch Office's BIR registration.

Registration at the BIR The Branch Office papers must also be submitted to the Bureau of Internal Revenue so that its TIN Number and the COR can be given.

A city hall icon symbolizing another step of the Incorporation process which is submission of requirements at City Hall.

Registration at City Hall The Branch Office must also be registered at City Hall to receive its Mayor’s Business Permit and be recognized at the local level.

Icon of office buildings showing the completion of the Incorporation process at the government statutory offices.

Registration at Govt Statutory Agencies FCB Law Office will register the Branch Office with the mandatory government agencies for employee benefits such as the SSS, Pag-ibig, and Philhealth.

Further Reading

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Frequently Asked Questions

What is a Branch Office?

A Branch Office is an extension of an existing foreign business entity in the Philippines. It operates as a local office and is considered an extension of the foreign parent company.

Can a Branch Office generate revenue in the Philippines?
Yes, a Branch Office can generate revenue from business activities conducted in the Philippines, similar to a Domestic Corporation. It can engage in income-generating activities within the country.
How is a Branch Office different from a Representative Office?
Unlike a Branch Office, a Representative Office is not allowed to generate revenue in the Philippines. It serves as a liaison or coordination office for the parent company and is limited to non-income generating activities.
Who can own and control a Branch Office?

A Branch Office is 100% foreign-owned and controlled by its foreign parent company. The foreign parent company has full ownership and control over the operations and management of the Branch Office.

How much capital is required to set up a Branch Office?
A Branch Office can be capitalized with a minimum of USD 200,000 as an initial inward remittance. However, specific circumstances and industry regulations may require higher capitalization, such as USD 100,000.
Do I need a Board of Directors for a Branch Office?
No, a Branch Office does not require a Board of Directors. It is established and operated under the authority of the foreign parent company. Only a Resident Agent is needed to represent the Branch Office.
What is a Resident Agent?

A Resident Agent is a person designated to receive a summons and legal documents on behalf of the Branch Office. They act as the official contact person and representative of the company in the Philippines.

Do I need a physical location for the Branch Office?

Yes, a physical location is required for the registration of a Branch Office in the Philippines. The chosen location should be specified during the registration process and is difficult to change once established. A virtual office can fulfill this requirement.

What documents and information are needed to set up a Branch Office?
Foreign company documents and information about the Philippine entity setup are required to determine the necessary requirements for registration. This includes details about the foreign parent company, its Articles of Incorporation, and other relevant information.
Can FCB Law Office provide assistance with the Resident Agent service?
Yes, FCB Law Office can offer the services of a Resident Agent if needed. They can provide assistance with the designation and representation of a Resident Agent for your Branch Office.

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