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Learn more about Representative Office in Philippines

A Representative Office is a form of business entity in the Philippines that is set up by foreign corporations or entities to undertake non-income generating activities such as market research, feasibility studies, and promotion of their products or services. Unlike other types of business entities, Representative Offices are not allowed to conduct commercial or revenue-generating activities in the Philippines. Representative Offices are governed by the rules and regulations set by the Securities and Exchange Commission (SEC) and other government agencies. Themsi Partner’s lawyers assist you in your Company Registration and ensure the compliance of the Legal Documents required.

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What is a Representative Office?

A Representative Office or Liaison Office in the Philippines is a type of business entity that is set up by a foreign company or entity to engage in non-income-generating activities, such as market research, product promotion, and feasibility studies. It is not allowed to engage in any commercial or revenue-generating activities. The main purpose of a Liaison Office is to serve as a liaison between the parent company and potential customers or partners in the Philippines. Representative Offices are not required to register with the Philippine Economic Zone Authority (PEZA) or Board of Investments (BOI), but they are required to register with the Securities and Exchange Commission (SEC) and obtain the necessary permits and clearances from government agencies to operate in the country. Liaison office do not have a separate legal personality from the parent company and are not allowed to enter into contracts or engage in any transactions on behalf of the parent company.

How to set up a Representative Office in the Philippines?

Step 1. Determine eligibility

The parent company must be a foreign corporation or entity and must not engage in any income-generating activities in the Philippines.

Step 2. Secure clearances

The parent company must obtain clearance from the Philippine Economic Zone Authority (PEZA) or Board of Investments (BOI), and from other government agencies, such as the Bureau of Immigration, Department of Labor and Employment, and Department of Trade and Industry.

Step 3. Register with the Securities and Exchange Commission (SEC)

The parent company must submit the required documents, such as the application form, board resolution, and financial statements, to the SEC and pay the necessary registration fees.

Step 4. Secure permits

The Representative Office must obtain the necessary permits, such as the Mayor’s Permit and Barangay Clearance, from the local government where it will be located.

Step 5. Open a bank account

The Representative Office must open a bank account in a Philippine bank, which will serve as its depository and facilitate transactions.

Step 6. Hire staff

The Representative Office may hire local staff, subject to the rules and regulations of the Department of Labor and Employment (DOLE).

Step 7. Secure the Representative Office space

The Representative Office must secure an office space, which must be registered with the Bureau of Internal Revenue (BIR) for tax purposes.

What are the benefits of establishing a Representative Office?

Establishing a Liaison Office in the Philippines can have several benefits for foreign companies or entities, including:

1. Low setup cost: Setting up a Representative Office is less expensive than other types of business entities, such as subsidiaries or branch offices.

2. Market research and promotion: A Representative Office can conduct market research, product promotion, and feasibility studies to help the parent company make informed decisions about entering the Philippine market.

3. Brand awareness: A Representative Office can help raise brand awareness and increase the visibility of the parent company in the Philippines.

4. Business development: A Representative Office can serve as a liaison between the parent company and potential customers or partners in the Philippines, and assist in business development efforts.

5. Limited liability: A Representative Office does not have a separate legal personality from the parent company, which means that the parent company assumes all liabilities.

6. Tax benefits: A Representative Office or Liaison Office is subject to a lower tax rate than other types of business entities, and is exempt from income tax as long as it does not engage in any income-generating activities.

7. Flexibility: A Liaison Office can be set up quickly and easily, and can be closed down easily if the parent company decides not to pursue business opportunities in the Philippines.

What are the tax obligations in the Philippines?

In the Philippines, individuals and businesses are required to pay different types of taxes, which include:

Income Tax: This is a tax on the income of individuals and businesses. The tax rate for individuals ranges from 0% to 35%, while the tax rate for corporations is a flat rate of 30% of their net income.
Value-Added Tax (VAT): This is a tax on the sale of goods and services. The VAT rate is 12%, but there are exemptions for certain products and services.
Withholding Tax: This is a tax on income that is withheld by the payor (usually the employer) and remitted to the government on behalf of the payee. The rate of withholding tax varies depending on the type of income, and the status of the recipient.
Documentary Stamp Tax (DST): This is a tax on documents, instruments, loan agreements, and other transactions. The rate of DST varies depending on the type of document or transaction.
Excise Tax: This is a tax on certain products, such as alcohol, tobacco, and petroleum products.
Real Property Tax: This is a tax on real property, such as land and buildings. The tax rate varies depending on the location of the property.
Local Business Tax:This is a tax on businesses that are operating within a certain local government unit.

It is important for individuals and businesses to comply with their tax obligations in the Philippines, as failure to do so may result in penalties, fines, and legal action. It is recommended to seek the advice of a tax professional to ensure compliance with the tax laws and regulations in the Philippines.

What can a Representative Office do in the Philippines?

 1. Market research and feasibility studies

A Representative Office can conduct market research, product feasibility studies, and assess the potential demand for the parent company’s products or services in the Philippines.

2. Promoting the parent company's products or services

A liaison office can promote the parent company’s products or services, and raise brand awareness in the Philippines.

 3. Establishing business contacts

A Representative Office can help establish business contacts and relationships with potential customers, suppliers, and partners in the Philippines.

 4. Providing customer support

A Representative Office can provide customer support to existing customers of the parent company in the Philippines.

 5. Coordination and liaison

A Liaison Office serve as a liaison between the parent company and its customers, partners, or agents in the Philippines.

 6. Market intelligence

A Representative Office can provide market intelligence and information to the parent company about the Philippine market, including trends, regulations, and competitors.

What are the legal requirements for Representative Office in the Philippines?

To set up a Representative Office or a Liaison Office in the Philippines, there are certain legal requirements that must be met. These requirements include:

Registration with the Securities and Exchange Commission (SEC): The Representative Office must be registered with the SEC, which requires submission of the required forms and documents.
Appointment of a Resident Agent: The Liaison Office must appoint a resident agent who will be responsible for receiving summons and other legal processes on behalf of the Liaison Office.
Registration with other government agencies: The Representative Office may need to register with other government agencies, such as the Bureau of Internal Revenue (BIR), Social Security System (SSS), and the Philippine Economic Zone Authority (PEZA), depending on the nature of its activities.
Minimum capitalization: There is no minimum capital requirement for a liaison office in the Philippines, but it must have enough funds to cover its operating expenses.
Submission of Annual Reports: The Representative Office must submit annual reports to the SEC, which include financial statements and other relevant information about the activities of the Representative Office.
Compliance with the Foreign Investment Negative List: The Representative Office must comply with the Foreign Investment Negative List, which outlines the restrictions on foreign ownership in certain industries or sectors.

It’s important to note that a Representative Office in the Philippines is not allowed to engage in any income-generating activities, and is only permitted to undertake non-income generating activities related to market research, feasibility studies, and other similar activities. If the Representative Office wants to engage in income-generating activities, it must register as a different type of business entity, such as a branch office or a subsidiary.

How to choose the right location for your representative office?

Finding the right location for your liaison office in the Philippines is crucial to ensure the success of your business. The location you choose can significantly impact your ability to attract customers and employees, access resources, and navigate regulations. In this article, we will discuss some factors to consider when selecting the best location for your company in the Philippines.

First, it is capital to determine your target market and industry before selecting a location, it is essential to know your target market and industry. Understanding your customer demographics and the nature of your business will help you narrow down potential locations. For instance, if you are in the retail business, you would want to be in an area with high foot traffic, such as a shopping mall or a commercial district.

Therefore, evaluate the infrastructure and accessibility Infrastructure is an essential factor when selecting a location. You should consider the availability of roads, public transportation, airports, seaports, and telecommunications. Also, accessibility is vital, and you should consider proximity to your customers, suppliers, and business partners. Moreover, ensure that the location you choose has a reliable power supply and a stable internet connection.

You need to assess the business climate the Philippines has a business-friendly climate that offers various incentives to foreign investors. However, it is crucial to assess the local business climate to determine if the location you choose aligns with your business goals. You should research the tax regulations, government policies, and incentives offered to foreign investors. Also, consider the cost of doing business in different locations, such as labor costs and rental prices. The Philippines is known for its skilled and English-speaking workforce, which makes it an attractive location for businesses. However, ensure that the location you choose has an available workforce with the skills and expertise required for your business. You can also research the local educational institutions to determine if they offer courses relevant to your industry.

Finally, seeking expert advice when selecting a location can help a lot. Consult with professionals such as real estate agents, Lawyers, and accountants to help you make an informed decision. They can provide valuable insights on the differents Business Contracts and Legal Documents required in different locations.

 

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