bus.fin.[1]

8/3/2019 bus.fin.[1]

http://slidepdf.com/reader/full/busfin1 1/41

Businessfinance

8/3/2019 bus.fin.[1]


Starting a

business inth

ePhilippines

8/3/2019 bus.fin.[1]


Business agencies

concerned with

business

operations

8/3/2019 bus.fin.[1]


Bangko Sentral ng Pilipinas

Administers through the monetary

board (MB) the monetary, banking

and credit systems of the country .

Securities and exchange commission

Handles the registration, licensing,

regulation and supervision of all

corporations and partnerships

organized in the philippines.

8/3/2019 bus.fin.[1]


Department of trade and industry

Responsible for industrial development

promotion of investments , development of

small and medium enterprises, expansion

of exports and integrated delivery of DTI

services to the regions and proveinces.

Board of investments (BOI) and export

processing zone authority (EPZA) are

among the agencies of DTI.

8/3/2019 bus.fin.[1]


+ Department of Labor and Employment

Implements labor policies and enforces labor laws.

+ Department of Finance

Handles the collection of taxes, issuance,

implementation or enforcement of tax laws and

negotiation of loans with foreighn

governments and banks.

8/3/2019 bus.fin.[1]


Registration

of business

name

8/3/2019 bus.fin.[1]


Aside from the fact that no other existing business

must have the same name, the requirements at theDTI are :

I. the applicant must pay the registration or

processing fee of P121.00, then procure the

corresponding application form.

II. the applicant must file the duly

accomplished application form with the Department

of T rade and Industry Provincial Office where the

business is located.

III. applicant must submit 2 copies of passport

size pictures of himself.

8/3/2019 bus.fin.[1]


IV . In case applicants is a natural person, he must be

21 years old and above.

V . If applicant states that he is a filipino citzen but his

surname sounds foreign , he must submit 2 xerox

copies of any of the following:

A. if natural born, voter·s ID or birth certificate

B. if by election, (affidavit of election and oath

of allegiance or ID issued by CID)

C. if by naturalization ( Certificate of

naturalization)

D. if by marriage to a filipino ( marriage

contract)

8/3/2019 bus.fin.[1]


If applicant is an alien retailer, he must submit 2 photocopies of :

1. alien certificate of Registration (ACR) update forcurrent year.

2. if business started prior to december 28, 1968, BOI

certificate of Authority

If applicant is a alien wholesaler, the requirements are the two

photocopies of :

1. ACR and board of investment registration permit.

If the applicant is a processor or manufacturer , submit 2 copies

of 1. ACR

2. BDT permit

3. financial statement showing capitalization not

exceeding P5 000.

8/3/2019 bus.fin.[1]


In case of Juridical persons (corporations, partnerships,

associations, etc.) subimt to copies of :

1. if juridical persons is wholly owned by filipino

corporation or partnership.

-- articles of incorporation or partnership

--SEC Certificate of Registration

--Board resolution authorizing person tosign application

2. if corp. or partnership is fully owned by aliens or

the capital of which is more than 30% owned by aliens

--articles of incorporation or partnership

--SEC Certificate of Registration

--BOI certificate --board resolution authorizing persons to

sign application

8/3/2019 bus.fin.[1]


3. In case of cooperatives, etc.,

applicants must submit

--articles of incorporation

--by-laws

--certificate of registration

issued by the ministry of agriculture.

10. Incase an applicant maintains a

business with branches, he nust

register the main as well as the

branches.

8/3/2019 bus.fin.[1]


X I. If the requirements are complied with, the

provincial trade officer/ in charge signs at back of the

application; then, the records clerk transmitsapplication (quadruplicate copies of T RD , DBT , DTI;

records clerk fills up and issues to applicant an

acknowledgement receipt) stating date of receipt,

name of applicant and the proposed business name.

Record clerk prepares a letter of transmittal

- provincial director signs and attached

applications

- provincial director·s office furnishes DTI regional director copy of transmittal

8/3/2019 bus.fin.[1]


Organizing a

sole

proprietorship

8/3/2019 bus.fin.[1]


Sole proprietorship is the easiest to organize among the

major forms of business organization. Registration is

done at the DTI where required documents are

submitted. T he applicant pays a fee of P121.00.Requirements are:

applicant must be of majority age

2 passport size pictures of himself

if an alien, submit the following:> alien certificate of registration if

any.

> accomplished DTI form no. 17 under R.A. No.

7042

> a written appointment of filipino resident agent

> authority to verify bank accounts/ bankcertificate of deposit

> proof of inward remmitance of foreign currency

for non-resident alien and bank certificate of deposit for retail

8/3/2019 bus.fin.[1]


Organizing a partnership

Organizing

a

partnership

8/3/2019 bus.fin.[1]


Partners shouldregister their

partnership at theoffice of security and

exchangecommission.

8/3/2019 bus.fin.[1]


T he following are the pre-registration requirements:

1.1 standard requirements of partnershipa. verification slip

b. articles of partnership (3 copies)

c. undertaking to change name (3 copies)

d. registration data sheet (3 copies)

e. if it is a limited partnership , the namemust reflect the word Limited.

f. clearance from government agencies

concerned are also applicable in

forming partnership

g. requirements for corporation with alien

incorporators are also required in

partnership with foreign contributors

8/3/2019 bus.fin.[1]


1.2 extra ordinary requirements of partnership

a. certificate, license, PT R of CPAs, lawyers,

engineers, real state brokers, custom brokers, etc. forpractice of profession

b. if the nature of business of partnership is

management consultancy, submit the Personal Info.

Sheet of Partners (PI

S) duly signed and under oath .c. partnership with foreign investors:

> all the standard requirements plus alien

certificate of registration (ACR) or

immigrant certificate of residence

> Income tax return of filipino partners duly accomplished.

> a BOI certificate of authority should be

added if foreign investments exceed 40%

of the capital

8/3/2019 bus.fin.[1]


BOI form 504 duly accomplished is required

if foreign investors do not exceed 40%of thecapital contribution.

xerox copy of the passport of non resident

partners if the document is signed in the

philippines proof inward remittance of non resident

alien partner

if the document is signed outside the

philippines, the same must be duly

authenticated by the Philippine Consular

Office of the place where it is executed.

8/3/2019 bus.fin.[1]


General steps in registration

1. secure verification slip and present it for

checking with SEC·s Record Division

2. show documents to corporate and legal

department (CLD

) and get ´approvedfor paymentµ stamped.

3. proceed to cashier for payment of filing fee.

4. submit 3 copies of documents to the

receiving unit.

5. documents will go to the CLD for processing

8/3/2019 bus.fin.[1]


6. It is then foreword to thesupervising commissioner of

CLD for signature of the

certificate of registration of partnership

7. Certificate of registration is ready

to release. Claim it at thereleasing unit records division.

8/3/2019 bus.fin.[1]


O rganizinga

corporation

8/3/2019 bus.fin.[1]


Process of organizing acorporation generally

consists of 3 stages whichnormally require the aid of legal, competent advisers.

8/3/2019 bus.fin.[1]


1. Promotion ² incorporators make

preliminary arrangements to set up a tentative working conditional tosolicit subscriptions.

2. Incorporations ² process of formalizing the organization of the

corporation . Procedures include :

8/3/2019 bus.fin.[1]


> drafting of the articles of

incorporation which must be dulyexecuted.

> filing of the articles of incorporation

with the SEC together with thestatement of the assets and bylaws.

> after the required fees have been paid, the SEC issues a certificate of incorporation.

> commencement of the business

8/3/2019 bus.fin.[1]


Classification of corporations

the corporation code of the philippinesclassifies private corporations into stock and nonstock corporations.

Stock corporation ² ordinary businesscorporation created and operated from the purposeof making a profit w/c maybe distributed in the

form of dividends to stockholders.

Non-stock corporation ² do not issue stock anddistribute dividends to their members.

8/3/2019 bus.fin.[1]


O ther classification of corporations

1

. corporation aggregate ² is a corporationconsisting of more than one member 2. corporation sole ² special form of corp.

usually associated with the clergy. Also

a religious corp. because it has a succesor of a bishop.3. ecclesiastical corporation ² organized for

religious purposes.

4. lay corporation ² either eleemosynary or civil.5. eelemosynary corp. ² one established for

devoted to charitable purposes or those

supported by charity.

8/3/2019 bus.fin.[1]


6.Civil corp. ² established for business or profit.

7.domestic. Corp. ² one incorporated under the law under the law of the philippines.

8. foreign corp. ² organized under the law 9.De jure corp. ² corp. existing in fact but

not in law.10

.De facto corp. ² existing in fact but notin law.

8/3/2019 bus.fin.[1]


11

. close corp. ² limited to selected person or members of a family.12. O pen corp. ² open to any person who

may wish to become a stockholder.13. parent or holding corp. ² related to

another corp. ² that it has the power either, directly or indirectly, to elect

the majority of the directors of suchother corporation.

8/3/2019 bus.fin.[1]


14, subsidiary corp. ² related to another corp. that

the majority of its directors can be elected either,directly or indirectly.15. Affiliated corp. ² related to another by owningare being owned by common management.

16. Public corp. ² formed or organized for thegovernment of a portion of the state. Have their purpose of the general good and welfare.1 7. Government owned corp . ² organized by the

government which is the majority stockholder.This is not private.18. Corporation by prescription ² exercised corporate

powers for indefinite period.

8/3/2019 bus.fin.[1]


The ff. are the other requirements for

registering corp.>articles of incorporation>treasures affidavit> statement of assets and

liabilities> bank certificate> authorization of SEC> personal information sheet

> written undertaking by aresident shareholder to assume> unpaid subscription

8/3/2019 bus.fin.[1]


>>> express lane The SEC has devised an express

lane for processing incorporation papersfor common lines of business, subject tocertain limitations. Processing of incorporation papers takes only one

working day. The certificate of registration is issued on the same day.

8/3/2019 bus.fin.[1]


Steps in

registrationof

corporations

8/3/2019 bus.fin.[1]


Express lane the applicant must :

1. verify proposed corporate namewith Record Division

2. Procure an express lane form 3. present accomplished express lane

forms or documents at CLDfor checking of financial andlegal aspects

4. proceed to cashier for payment

5. resubmit all documents to thereceiving clerk at the Express

Lane Unit for processing

8/3/2019 bus.fin.[1]


8/3/2019 bus.fin.[1]


SEC schedule of fees

Stock corporations:filing fee ² articles of inc. ² 1/10 of 1%

of the authorized capital stocknot less than P200

legal research fee ² not less than P100.00by law ² (fixed) P100.00

Non-stock corp.:

filing fee ² articles of inc. ² P110.00by laws ² P110.00membership ² P150.00

8/3/2019 bus.fin.[1]


Regular requirements for foreign corporations

Place of registration Requirements for

registration

Certificate issued

SEC a. Article of co partnership

b. Filled SEC registration

form

SEC certificate

DTI a. SEC certificate

b. Article of co partnership

Certificate of registration

of business name

City or municipal hall Certificate of registration of

business name

Mayors permit and

license to operate

BIR a. SEC certificate

b. Article of co partnership

c. Partnership tax account

number.

A. BIR registration no.

B. VAT certificate no.

Social security system a. Filled SSS application

form

b. List of employees

A. SSS certificate of

membership

B. SSS employer ID no.

8/3/2019 bus.fin.[1]


Opening a branch, applicants must

submit this to board of investments:

>authenticated copy of foreign

corporations article> background data about

applicant

> detailed description of proposed business activity

8/3/2019 bus.fin.[1]


Documents required by the SEC:1. foreign corporation·s certified copy of

its board of directors· resolution, authorizing theopening of a branch and appointment of attorney ² in ² fact.

2. Certificate of reciprocity 3. statements under oath by the president

or any duly authorized officer of the corporationare solvent and in sound financial standing

4. audited financial statement5. copies of the articles of the

incorporation and by laws, certified inaccordance with law and translated in english.6. certificate of authority from concerned

government agencies ( BOI , CB, etc.)

8/3/2019 bus.fin.[1]
