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Businessfinance
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Starting a
business inth
ePhilippines
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Business agencies
concerned with
business
operations
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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.
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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.
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+ 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.
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Registration
of business
name
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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.
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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)
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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.
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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
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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.
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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
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Organizing a
sole
proprietorship
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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
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Organizing a partnership
Organizing
a
partnership
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Partners shouldregister their
partnership at theoffice of security and
exchangecommission.
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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
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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
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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.
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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
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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.
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O rganizinga
corporation
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Process of organizing acorporation generally
consists of 3 stages whichnormally require the aid of legal, competent advisers.
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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 :
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> 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
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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.
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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.
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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.
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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.
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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.
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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
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>>> 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.
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Steps in
registrationof
corporations
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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
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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
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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.
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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
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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.)
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