How to Register a Representative Office in the Philippines

A representative office in the Philippines allows you to quickly establish a business presence in the country. This structure requires a relatively low initial capital investment and a simpler setup process. With a representative office, you can explore business opportunities and gather relevant information about the Philippine market before you establish a more permanent business entity. 

In this article, we will guide you on how to register a representative office in the Philippines. We will cover the benefits, legal framework and requirements, and registration process. 

Overview of a Representative Office in the Philippines

A representative office is a type of legal entity that acts as an extension of a foreign company. It serves primarily as a liaison or communication office without engaging in income-generating activities within the Philippines. Here’s an overview of allowed and restricted activities for representative offices in the country:

Difference between a Representative Office and Branch Office

Another type of legal entity similar to a representative office is a branch office. However, compared to a rep office, branch offices are allowed to earn income locally and are subject to Philippine income tax and branch profit remittance tax.

Here’s a quick comparison of representative office and a branch office: 

Business wise, starting a representative office in the Philippines is recommended for foreign companies who want to explore the market before making any significant investments. It enables you to gain valuable market insights, build relationships, and prepare for future commercial expansion while benefiting from tax exemptions and cost efficiencies.

If you are unsure whether a representative office is the right one for you, request a free consultation by filling out the form below. Our experts will advise you on the most appropriate option based on your planned activities and handle the setup process on your behalf.

Key Requirements for Establishing a Representative Office in the Philippines

Pre-Registration Requirements

The Securities and Exchange Commission (SEC) is the primary regulatory body for company registration in the Philippines. Before you establish a representative office, you must meet specific requirements as set by the SEC:

• Appointing a Resident Agent: who can be a Filipino citizen or a foreign national residing in the Philippines who is authorized to act on your behalf. A resident agent is responsible for receiving legal notices and serving as a signatory for the company. 
• Securing a Physical Office Address: serves as the official business address for receiving legal notices, tax registration, and local permits. It is also required for registration with key government agencies such as the Bureau of Internal Revenue (BIR) and local government units (LGUs). 
• Meeting the Minimum Capital Requirement: The minimum capital requirement for establishing a Representative Office in the Philippines is US$30,000. This amount must be remitted annually to a Philippine bank to cover the office’s operational expenses. A Certificate of Inward Capital Remittance and a Certificate of Bank Deposit are required as proof of compliance.

Documentation Needed to Register a Representative Office 

The Corporation Code of the Philippines outlines specific documentation needed to register your representative office.

The following are the key documents needed during rep office setup in the Philippines:

• SEC Form F-104 – the official application form submitted to the SEC to establish a representative office in the Philippines. 
• Name Verification Slip from SEC – confirms the availability and reservation of your company’s  business name. 
• Certified True Copy of Board Resolution – a document from the parent company that authorizes the establishment of the representative office and appoints a Resident Agent. 
• Acceptance Letter from the Resident Agent – If the Resident Agent is not the signatory of the application form, an acceptance of appointment letter from the Resident Agent is required. 
• Authenticated Financial Statements – The latest audited financial statements of the parent company must be certified by an independent Certified Public Accountant (CPA) and authenticated either by apostille or consularization depending on the parent company’s country of origin. 
• Certified True Copy of Articles of Incorporation and By-Laws – must be provided by the parent company, with English translations (if the original is in another language), and authenticated as required.
• Certificate of Inward Capital Remittance/Certificate of Bank Deposit– Evidence of the minimum capitalization of USD 30,000 is required, showing the inward remittance and bank deposit to cover initial capital and operating expenses.
• Affidavit of Sound Financial Condition – signed by the President or the Resident Agent that attests to the financial solvency and sound financial condition of the foreign corporation.

Note that all documents procured from overseas should be authenticated by the Philippine Embassy or Consulate in the country where they were obtained. This is a crucial step, especially if the country is not a signatory to the Apostille Convention.

Our experts will help you prepare necessary documents to ensure accuracy and timely approvals.

Step-by-Step Process to Register a Representative Office in the Philippines

The step-by-step process to register a representative office in the Philippines is as follows:

1. Name reservation with the SEC – Secure a business name by applying for name reservation and verification with the SEC.
2. Document preparation – prepare all the required documents such as the SEC Form F-104, Certified true copy of the Board Resolution from the parent company, latest audited financial statements, Articles of Incorporation, etc. These documents must be authenticated by the Philippine Embassy or Consulate if executed abroad.
3. Deposit the minimum capital into a local bank – Deposit the required minimum capitalization and obtain the Certificate of Inward Capital Remittance and Certificate of Bank Deposit as proof.
4. Application submission with the SEC – submit all the requirements to the SEC and pay the corresponding fees. The SEC will review the application and may request additional information or clarifications. 
5. Receive SEC License to Do Business – Upon approval, the SEC issues the License to Do Business, allowing you to operate legally in the Philippines. 
6. Register with the BIR – obtain a corporate Tax Identification Number (TIN), register books of accounts, and comply with tax requirements even though the office does not generate income locally.
7. Register with the LGU – Obtain necessary business permits from the LGU where the office is located, including Barangay Clearance, Mayor’s Permit, and Business Permit to Operate. 
8. Register as an employer for SSS, Philhealth, and Pag-IBIG  – If the representative office employs local staff, it must register as an employer with the Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (Pag-IBIG Fund).
9. Apply for work visas – Foreign nationals working in your representative office must apply for appropriate work visas or permits from the Philippine Department of Labor and Employment and Bureau of Immigration.

Emerhub specializes in delivering tailored support to establish a representative office in the Philippines. Our local experts can act as your resident agent to manage all pre-registration requirements that are critical for establishing your legal presence. We’ll assist with the entire registration process with the SEC and process all the required licenses and permits. This way, you can minimize delays and compliance risks when starting a representative office in the Philippines.

Expand your reach into the Philippines with a representative office. Fill out the form below and talk to our local experts!

FAQs About How to Register a Representative Office in the Philippines

The registration process for a representative office in the Philippines typically takes around 6 to 10 weeks. This timeline covers steps from name reservation and verification, preparation and authentication of documents, and submission of all requirements to the SEC. 

To reserve a business name with the SEC in the Philippines, you need to use the SEC’s online registration system called eSPARC. The process involves these key steps:

1. Create an Account and Log In: First-time users must sign up for an account on the SEC eSPARC portal.
2. Name Verification: Enter your proposed business name(s) to check availability and compliance with SEC naming rules, which prohibit offensive, vague, or already registered names.
3. Submit Name Reservation Request: Once a proposed name passes the verification, you can submit a name reservation request through the system.
4. Pay the Name Reservation Fee: Pay the reservation fee (currently PHP 40 per 30 days) via SEC Teller, UnionBank teller, or online funds transfer. The name can be reserved for up to 90 days, with possible extensions.
5. Receive Name Reservation Confirmation: After payment, the system will confirm your reserved company name and provide an expiration date. You must complete and submit your SEC registration application before this date to keep the reservation.
6. Print and Keep the Reservation Notice: It is important to print and keep the name reservation notice as it will be required for subsequent registration steps.

If the proposed name is rejected, you may modify it and retry or file a name appeal with supporting documents.

After approval from the SEC, you will receive a License to Do Business. Following this, you must register your representative office with the BIR and LGU. If the representative office employs local staff, it must register as an employer with the SSS, PhilHealth, and Pag-IBIG to comply with local employment laws. 

A Representative Office in the Philippines is generally exempt from Corporate Income Tax (CIT) primarily because the entity is not allowed to generate income locally. Consequently, a representative office is also exempt from value-added tax (VAT) since it is classified as a non-resident foreign corporation. However, it remains subject to withholding taxes on employee compensation and on certain remittances to the parent company. 

Yes, a Representative Office can open a bank account in the Philippines. In fact, opening a bank account is a necessary step to deposit the minimum capital requirements. The bank account can be in Philippine pesos or foreign currency, depending on the bank’s services and compliance requirements. This account facilitates inward remittance of capital and supports the office’s local financial transactions.