Resident Agent Philippines: Appointment, Requirements and how to change your Resident Agent
Resident Agent Philippines
In the East Asia Pacific region, the Philippines is one of the most dynamic economies.
The Philippines has been one of the most economically progressive countries in Asia. Driven by its diverse culture, business-friendly laws, and high-quality and cheap human labor, it is undeniably one of the best places to invest in. Many foreign businesses especially BPO companies actually thrive here and more and more are pouring in. Sounds easy right? well, not really. You will need to have first, a Resident Agent Philippines. But what is a Resident Agent Philippines? What are the requirements needed? and can an individual person be appointed as a Resident Agent Philippines? In this article, I will discuss in detail everything you need to know about Resident Agent Philippines.
What is a Philippine Resident Agent?
Philippine Resident Agents are representatives of foreign companies licensed to do business in the Philippines.
Resident agent prepares and files General Information Sheet (GIS) annually and when there are changes in the company`s corporate profile specifically on address, directors and agents.
Foreign companies licensed to do business in the Philippines such as a Branch or Representative Office do not need to have a Board.
Instead, they are required to have a Resident Agent.
A Resident Agent is an official contact point for all government agencies. He accepts service from the SEC or courts and so allows the court to attain jurisdiction over the entity. He also has several other duties.
Resident Agent Philippines: List of Responsibilities
- Accepts service from government agencies and the court
- Works with the Board on SEC compliance
- Resident Agent in the Philippines informs the SEC of any change in her/her/its address
- Other duties: Signs SSS Form R-1, Signs Certificate of Non-operation if the company is not operating 120 days after the end of the fiscal year
Below, we will discuss the appointment, requirements, and documents needed for a change of Resident Agent in the Philippines.
What are the Resident Agent Requirements?
A Resident agent that is of foreign nationality must have a valid Philippine visa at the time of issuance.
Resident Agent Requirements are simply that this person or entity resides in the Philippines and is of good standing.
To be precise, a Philippine Resident Agent may be:
- A foreigner residing in the Philippines
- A local residing in the Philippines
- A domestic corporation of good standing, certified by the SEC
Let’s discuss this Resident Agent Requirement for a Certificate of Good Standing by the SEC.
A Certificate of Good Standing by the SEC is a document that states that a company has complied with SEC reportorial requirements.
Certificate of Good standing has a five-year validity period from the date of the aforesaid approval by the SEC.
A Certificate of Good Standing will also usually state:
- A company is registered with the SEC
- It has not been dissolved
- The SEC has not received any information against the company that would impair its ability to perform its primary tasks.
Generally, an SEC Certificate of Good Standing at the SEC can take 2 or so weeks to get.
It is generally requested at the Company Registration and Monitoring Division.
Appointment of a Resident Agent Philippines
To avoid the sore point of operating a business avoid failure to appoint or maintain a resident agent for this may be a ground for license revocation issued by SEC.
The appointment of a resident agent in the Philippines is crucial in the SEC registration process.
It is one of the basic requirements to start up a business in the Philippines and should not be overlooked – as a stand-in for the board of directors, a Philippine Resident Agent has a very important role.
The appointment of a Resident Agent in the Philippines has a few requirements:
Appointing a resident agent avoids relying on out-of-state services for costly and time-consuming writs and processes.
- Authenticated Board Resolution stating the Appointment of a Resident Agent in the Philippines and an agreement stating that the company accepts service on the Resident Agent as service on the officers of the company.
- Resident Agent must formally accept the appointment
The text must also include the statement that if the company is without a Resident Agent, the service or summons made upon the SEC will be as if served upon the officers of the company.
Whenever the SEC is served in this manner, it must transmit to the company office the summons or other legal documents within 10 days to complete the services.
The cost incurred by the SEC to transmit this will be charged to the company involved.
Change of Resident Agent in the Philippines?
To change the Resident Agent in the Philippines, several documents must be filed with the SEC. Below is the list of documents needed.
A foreign corporation seeking to replace an agent must file an SEC requirement with a duly authenticated power of attorney containing the name and details of the new resident agent.
Resident Agent Philippines: Requirements for Change
- Petition for Change of Resident Agent
- Authenticated Board Resolution approving the change and the new appointment of a Resident Agent in the Philippines
- Formal Acceptance of the Resident Agent is only needed if the Resident Agent did not sign the Petition
- Clearance from SEC Department/Division and government agencies, as applicable
This must be filed within 30 days from the acceptance of the new Philippine Resident Agent.
Late fees will apply if this period is exceeded.
Make it against the clock if you want to avoid extra charges.
Please note that not only is a Philippine Resident Agent one of the requirements to start a business in the Philippines, but it is also a requirement for continuing operations.
If the appointment of a Resident Agent in the Philippines is not undertaken as a replacement when one resigns, the company’s license to do business can be revoked.
Resident Agent Philippines
Appointing a resident agent is a major league of business!
A resident agent is a crucial part of the start-up of a business in the Philippines.
In cases where companies may not know anyone who is willing to do the job, a corporate lawyer in the Philippines may be elected.
Contact us for further information on Resident Agent needs or starting a business in the Philippines.
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