Incorporating a business in the Philippines requires filing documents with the Securities and Exchange Commission (SEC). These documents include Articles of Incorporation (AOI), Bylaws, and other related documents. The SEC treats these documents as public records, and they are available to the public. The AOI must be filed in Filipino, and it contains information about the corporation such as its name, incorporators, purpose, types of shares, and amount that can be issued.
Foreigners are allowed to be incorporators as long as they meet the requirements and the corporation's business activity is not fully reserved to Philippine ownership. The existence of a corporation begins after it has filed the Articles of Incorporation with the SEC and the SEC issues a Certificate of Incorporation. The SEC will accept the filing of Articles of Association that are accompanied by a Certificate of Authentication signed by all incorporators in the prescribed manner. If there is only one incorporator, use the Articles of Association of a Sole Proprietorship.
Incorporators may recognize the Articles of Incorporation before a notary public in accordance with applicable laws and regulations, and the SEC will accept this. SEC Form F-100 does not need to be authenticated, except when it is executed outside of the Philippines, in which case it must be authenticated in the same manner as the Articles of Incorporation. Incorporators are the shareholders mentioned in the Articles of Association that originally formed or made up the corporation. Any transfer of shares or interest that reduces the ownership of shares of Filipino citizens to less than the required percentage of the share capital as provided by applicable laws shall not be allowed or allowed to be recorded in the appropriate corporate books, and this restriction shall be indicated in the action certificates issued by the corporation.
The issue price of shares without nominal values may be fixed in the Articles of Association or by the board of directors, if authorized by the statutes or statutes, or in the absence of such authority, by shareholders representing at least the majority of the outstanding share capital at a meeting convened for this purpose. In summary, incorporating a company in the Philippines requires filing documents with the SEC. Foreigners are allowed to be incorporators as long as they meet certain requirements. The existence of a corporation begins after it has filed its AOI with the SEC and received a Certificate of Incorporation.
