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1. |
What
are the various types of business structure options can I choose
from in setting up a business? |
2. |
How
do these business structures differ from one another? |
3. |
Can
a foreign investor be allowed to own 100% of a business entity?
|
4. |
When
can foreigners do business or invest in a domestic enterprise
up to 100% of its capital? |
5. |
Where
does one apply for registration of investments? |
6. |
What
requirements must be complied with before an enterprise can
enjoy tax benefits ? |
7. |
I
would like to know more about Board of Investments (BOI) and
Philippine Economic Zone Authority (PEZA) Registrations?
|
8. |
What
is classified Pioneer? |
9. |
What
incentives are available to registered enterprises ? |
10. |
What
are the activities that an RHQ/ROHQ can engage in? |
11. |
What
are the incentives given to expats working for RHQ/ROHQ? |
12. |
How
does a company remit its profits and Dividends and repatriate
capital abroad? |
13. |
What
are the investment rights of a Former natural born Filipino?
|
14. |
What
are the basic rights and guarantees given for the safely of
foreign investment? |
15. |
As
an investor, what visa can be issued to me?
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| 1. |
What
are the various types of business structure options can I choose from in setting up a business?
You may setup your business under a variety of organizational
structures known as single proprietorship, partnership, corporation,
branch office, representative office, regional headquarters
and regional operating headquarters.
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| 2. |
How
do these business structures differ from one another?
Single/sole proprietorship is a business
structure owned by an individual who has full control/authority
of his own and owns all the assets, personally owes and answers
all liabilities or suffers all losses and enjoys all the profits
to the exclusion of others. Must apply for a Business name
with the Department of Trade and Industry-
- For NCR applicants
Business Name Registration Center
Department of trade and industry-
National Capital Region (DTI-NCR)
Trade and Industry Building
361,Sen, Gil Puyat Avenue, Makati City
Email:[email protected]
Website: http://www.bnrs.dti.gov.ph/
- For applicants outside NCR
Apply to the nearest DTI-regional/provincial offices.
Partnership is treated as a juridical person
having a separate legal personality from that of it�s members.
It may either be general or limited. depending on the liability
of partners. It consists of two or more partners. A partnership
must register with the Securities Exchange Commission (SEC)
with a minimum capitalization of three thousand pesos(Php
3,000.00).
Corporation is a juridical person established
under the Corporation code and is regulated by the SEC with
a personality separate and distinct form that of it’s
stockholders. It consists of at least 5 to 15 incorporators
each of whom must hold at least one share. It must be registered
with the SEC. The minimum paid-up capital is five thousand
pesos(Php5,000.00).
Branch Office is an extension of a foreign
enterprise and has no separate and independent legal personality.
It can carry out the business activities of its head office
and may derive income from the Philippines. It is required
to inwardly remit US$ 200,000.00 to the Philippines as its
assigned capital.
Representative Office is one which deals
directly with the clients of its parent company in the Philippines,
but may not derive income from the Philippines. It undertakes
activities such as information dissemination, communication
center, promotion of the company’s products as well
as quality control. It is required to have an initial remittance
of at least US$ 30,000.00 working capital into the Philippines.
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| 3. |
Can a foreign investor be allowed to own 100% of a
business entity?
Yes, one hundred percent (100%) foreign equality
may be allowed in all areas of investments under the Foreign
Investments Act (FIA) except financial institutions and those
included in the Regular Foreign Investment Negative List (FINL).
What are the areas of Investments covered
by Foreign Investments Act (FIA)?
The FIA covers all investments areas except banking and other
financial institutions, which are governed and regulated by
the Bangko Sentral ng Pilipins (BSP).
Foreign Investment Negative List-means a list of areas
of economic activity whose foreign ownership is limited
to amaximum of forty percent (40%) of the outstanding capital
stock in the case of a corporation or capital in the case
of partnership.
Below are Negative Lists A & B where:
- List A : refers to areas reserves to
Filipinos by mandate of the Constitution and Special Laws
such as but not limited to:
- Mass Media except recording, practice of licensed
profession, retail trade, cooperative and small-scale
mining, etc. where foreign ownership is prohibited.
- Advertising, ownership of land, operation and management
of public utilities, etc., where only minority foreign
ownership is prohibited.
-
List B : refers to
areas that are defense-related, those with adverse effects
on public health and morals and domestic market enterprises
with paid-up capital of less than US$ 200,000,provided
they involved advanced technology as determined by the
Department of Science and Technology (DOST) or directly
employ at least fifty (50) employee, in which case, the
paid-up capital shall be lowered to US$ 100,000 only to
non-Philippine nationals.
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| 4. |
When
can foreigners do business or invest in a domestic enterprise
up to 100% of its capital?
- If the proposed activity he intends to venture in is
not among those listed in the FINL.
- If the paid-up capital for domestic market enterprise
is at least US$ 200,000.00, which may be lowered to US$100,000
if the following conditions are met:
- Introduction of advanced technology; or
- Employment of at least 50 direct employees.
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| 5. |
Where does one apply for registration of investments?
- For Single/Sole Proprietorship - Submit
an application, together with the required documents,
to the Bureau of Trade Regulation and Consumer Protection
(DTI-BTRCP), an office under the Department of Trade &
Industry.
Where to file application:
- DTI-BTRCP
2nd Floor, Trade and Industry Bldg.
361 Sen. Gil J. Puyat Avenue, Makati City
E-mail: [email protected]
DTI-National Capital Region, Makati
City
if within Metro Manilla; or
12F Trafalgar Plaza, 105 H.V.Dela Costa St.
Salcedo Village, Makati City
http://www.bnrs.dti.gov.ph
- Any of the provincial offices if outside Metro
Manila.
- For Corporations/Partnerships, Branch and Representative
Offices- Submit application forms together with
required documents at the securities and Exchange Commission
(SEC).
Where to file application:
- Securities and Exchange Commission
SEC Building
EDSA near cor. Ortigas Avenue, Greenhills
Mandaluyong City
if within Metro Manila;
Url: http://www.sec.gov.ph
- SEC Extension Offices if outside Metro Manila
Submit application form together with required documents
at the Board of investments.
- For Regional Headquarters and Regional Operating Headquarters
-
Where to file application:
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| 6. |
What
requirements must be complied with before an enterprise can
enjoy tax benefits ?
For a proposed activity of a
domestically-incorporated enterprise to qualify for incentives,
the firm may file it’s application with the appropriate investment
promotion agencies depending on the project location, as follows:
- Located outside of Economic or Freeport Zones
- Board of Investments (BOI)
- Located in Economic or Freeport Zones
-Category Economic Zone Authority (CEZA)
-Clark Development Authority (CDA)
-Phividec Industrial Authority (PIA)
-Philippine Economic Zone Authority (PEZA)
-Subic Bay Metropolitan Authority (SBMA)
-Zamboanga Economic Zone Authority (ZEZA)
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| 7. |
I
would like to know more about Board of Investments (BOI) and
Philippine Economic Zone Authority (PEZA) Registrations?
Board of Investments (BOI)
To qualify for registration with the BOI, an enterprise
may register its activity with the BOI if the proposed activity
is listed in the current Investment Priorities Plan (IPP).
If not listed, the enterprise may also be entitled to BOI
incentives if the following conditions are met:
- At least 50% of the production is for export (for enterprises
with 60% Filipino/40% foreign ownership); or
- At least 70% of production is for export ( for enterprises
more than 40% of which is foreign-owned)
Foreign-owned firms, whose ownership exceeds
40% of the outstanding capital stock and which proposes to
engage in domestic -oriented activities, may be entitled to
incentives if the proposed activity is listed in the current
IPP and qualifies as Pioneer.
Philippine Economic Zone Authority
(PEZA)
The Special Economic Zone Act of 1995 as amended, mandates
the PEZA to operate, administer, manage and develop Special
Economic Zones or Ecozone.
Enterprises that may qualify for registration
with PEZA are those that will manufacture and export 100%
of their production. Permission has to be sought if the enterprise
located within the zone will export below 100% and in most
cases, PEZA has allowed 30% of production in the domestic
market. There are 98 operating proclaimed Special Economic
Zones in the country.
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| 8. |
What
is Classified Pioneer?
A preferred area of investments may be declared pioneer if the
activity :
- Involves the manufacturing or processing
(not merely assembly or packaging) of goods or raw materials
that have not been produced in the Philippines on a commercial
scale; or
- Uses a design, formula, schema, method,
process or system of production or transformation of any
element or raw material or finished good which is new and
untried; or
- Engages in agricultural activities/services
essential to the achievement of the country’s self-sufficiency
program; or
- Produces non-conventional fuels or manufactures
equipment which utilize non-conventional sources of energy;
or
- Other specific criteria as provided for
in the current IPP.
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| 9. |
What incentives are available to registered enterprises ?
Board of Investments (BOI)
An enterprise registered with the Board of Investments
Code (Executive Order No. 226) is entitled to, among others,
the following incentives subject to certain terms and conditions:
Fiscal incentives
- Income tax Holiday (ITH)
BOI-registered enterprise shall be exempt from the payment
of income taxes reckoned from the scheduled start of commercial
operations, as follows:
- New projects with a pioneer status for six(6) years;
- New projects with a non-pioneer status for four(4)
years;
- Expansion projects for three(3) years. As a general
rule, exemption is limited to incremental sales revenue/volume;
- New or expansion projects in less developed areas
(LDAs) for six (6) years, regardless of status;
- Modernization projects for three (3) years, as a
general rule, exemption is limited to incremental
sales revenue/volume.
- Tax credit on raw materials, supplies and semi-manufactured
products;
- Additional deduction from taxable income for labor expense
(cannot be simultaneously enjoyed with the ITH incentive);
- Additional deduction from taxable income for necessary
and major infrastructure works (cannot be simultaneously
enjoyed with the ITH incentive);
- Exemption from wharfage dues and export tax, duty,
impost and fees.
- Modified Duty Rate for Capital Equipment by virtue of
E.O. No. 313
Effective June 6, 2004, BOI registered enterprises of good
standing with project registered as new or expanding under
Executive Order No.226, otherwise known as the Omnibus Investments
Code of 1987, may import machinery, equipment, spare parts
and accesories subject to zero percent (0%) duty for export-oriented
enterprises and one percent (1%) duty for domestic-oriented
enterprises, classified under AHTN Chapters 40, 59, 68, 69,
70, 73, 76, 82, 84, 87, 89, 90, 91, and 96 of the Tariff and
customers code of the Philippines.
The capital equipment incentive provided under the E.O. No.
313 shall be availed of by the registered enterprise for a
period of two (2) years from its effectivity or until 06 June
2006.
Non-fiscal Incentives
Certain non-fiscal incentives are also available to the registered
enterprise, among which are; employment of foreign nationals;
guaranteed repatriation of foreign investment and earnings
thereon; and importation of consigned equipment for an unlimited
period subject to the posting of re-export bond.
Philippine Economic Zone Authority (PEZA)
-
Investment Incentives for Ecozone Developers/Operators
- Income Tax Holiday (ITH)
- 4 years for IT Parks/Buildings located outside
of Metro Manila;
- 6 years for manufacturing located in less developed
area;
- Incentives under the Build-Operate-Transfer Law,
which includes government support for accessing Official
Development Assistance and other sources of financing;
- provision of vital off-site infrastructure facilities;
- Option to pay a special 5% gross income tax, Lieu
of all national and local taxes;
- Permanent resident status for foreign investors
and immediate family members;
- Employment of foreign nationals;
- Assistance in the promotion of economic zones to
local and foreign locators enterprises;
- Incentives for Ecozone and IT Locators
- Income tax Holiday (ITH)
- New registered pioneer firms - six(6) years from
commercial operations;
- New registered non - pioneer firms - six(4) years
from commercial operations;
- Expanding firms -- six(3) years from commercial
operations of the expression;
- After the ITH period, the option to pay a special
5% Tax on gross income, in lieu of all national
and local taxes;
- Exemption from duties and taxes on imported capital
equipment ,spare parts suppliers ,raw material ;
- Tax credit on Domestic breeding stock and genetic
materials –an Ecozone export enterprise which
purchases breeding stocks and genetic materials from
a domestic producer shall be entitled to a tax credit
equivalent to 100% of the value of national internal
revenue taxes and customs duties that would have been
waived on the breeding stocks and genetic materials
had these items been in ported;
- Domestic sales allowance equivalent to 30% of total
sales;
- Exemption from wharfage dues and export taxes, imposts
and fees;
- Simplified import and export procedures;
- Other incentives under execution 226 (Omnibus investments
code of 1987),as may be determined by the PEZA Board.
-
Other Incentives Programs
Enterprises allowed to operate within the Subic Bay Freeport
(SBF) shall, in lieu of paying all other taxes ,pay a
final tax of 5 % of gross income provided their income
from local (non –export ) sales shall not exceed
30% of their income from all source .
Enterprises locating within the Clark
Special Economic Zone (former Airbase at Clark Field)
and Poro Point Special Economic and Freeport Zone (formely
Wallace air station and its adjoining areas) are granted
incentives similar to those given SBF enterprises.
Two other special economic zones were
created under two Separate special laws. These are the
Cagayan Special Economic Zone Authority (CEZA) and the
Zamboanga Economic Zone Authority (ZEZA).
The incentives granted to those that
will locate in these Ecozone are similar to the incentives
granted to PEZA Ecozone enterprises.
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| 10. |
What
are the activities that an RHQ/ROHQ can engage in?
Regional Headquarters (RHQ)
The activities
of the RHQ are limited to acting as a supervisory, communication
and coordinating center for its subsidiaries affiliates and
branches in the region.
It is neither allowed to derive any income form sources
in the Philipines and to participate in any manner in the
management of any subsidiary or branch office it might have
in the Philippines nor to solicit or market goods and services
whether on behalf of its mother company or its branches, affiliates,
subsidiaries or any other company.
Regional Headquarters (RHQ) Incentives
- Exemption from income tax;
- Exemption from branch profits remittance tax;
- Exemption from value –added tax;
- Sales or lease of goods and property and services to the
RHQ are zero rated;
- Exemption from all kinds of local taxes, fees or charges
imposed by a local government unit, except real property
tax on land improvement and equipment ;
- Exemption from all kinds of local taxes, fees or charges
imposed by a local government unit, except real property
tax on land improvement and equipment ;
- Importation of brand new motor vehicle but subject to
payment of taxes and duties.
Regional Operating Headquarters (ROHQ)
The regional operating Headquarter s may engage in any of
the following qualifying services:
- The regional operating Headquarters may engage in any
of the following qualifying services;
- General administration and planning
- Business planning and coordination
- Sourcing/procurement of raw material components
- corporate finance advisory services
- marketing control and sales promotion
- Training and personnel management
- logistics services
- Research and development services and product development
- Technical support and maintenance
- Data processing and communications
- Business development
Regional Operating Headquarters (ROHQ) Incentives
- Subject to preferential income tax rate of 10% on taxable
income;
- Exemption from all kinds of local taxes, fees or charges
imposed by a local government unit except real property
tax on land improvements and equipment ;
- Tax & duty free importation of equipment and materials
for training and conferences needed and solely used for
the ROHQ functions, and which are not locally available,
subject to prior Board of Investment (BOI) approval;
- Importation of brand new motor vehicle but subject to
payment taxes and duties.
ROHQ is allowed to offer qualifying services
only to its affiliates, branches or subsidiaries as declared
in its registration with the Securities and Exchange Commission
(SEC).It is not allowed to directly and indirectly solicit
or market goods and services whether on behalf of their mother
company, branches, affiliates, subsidiaries or any other company.
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| 11. |
What
are the incentives given to expats working for RHQ/ROHQ?
- Multiple Entry Visa:
- Expatriates, including spouse and unmarried children
below 21 years old will be issued this type of visa;
- Non immigrant visa will be processed within 72 hours
form submission of documents to the bureau of immigration;
- Validity period of 3 years extendible for another
3 years;
- Exemption from payment of fees except reasonable administrative
costs;
- Exemption from securing Alien Certificate of Registration;
- Withholding tax of 15% on compensation income allocable
to both alien and Filipino executive holding managerial
and technical positions
- Tax and duty free importation of used household goods
and personal effects;
- Travel tax exemption
- Personnel and their dependents.
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| 12. |
How
does a company remit its profits and Dividends and repatriate
capital abroad?
Enterprises seeking to remit its profits and dividends or repatriate
its capital abroad may register their inward remittance with
the bangko sentral ng Pilipins (BSP) after registration with
the SEC or BTRCP. For this purpose, BSP rules and regulation
covering procedures for registration of foreign investments
are observed. |
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| 13. |
What
are the investment rights of a Former natural born Filipino?
The Foreign investment Act (FIA) recognizes the rights of
former natural born Filipinos. They are granted same investment
rights as Filipino citizens in the activities such as cooperatives,
thrifts banks and private development banks, rural banks and
financing companies. in addition under Section 1 of the FIA
as amended by RA 8179,”Any natural born citizen who
has lost his citizenship, and who has legal capacity to enter
into a contract under Pilipino laws may be a transferee of
a private land to be used by him for business of other purpose
up to a maximum area of five thousand (5,000) square meters
in the case of urban land or three(3) hectares in the case
of rural land”.
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| 14. |
What
are the basic rights and guarantees given for the safely of foreign investment?
All investors and enterprises are entitled
to the basic rights and guarantees provided in the Philippine
constitution, such as:
Right to REPATRIATION OF INVESTMENTS
In the case of foreign investments, the right to remit earnings
from the investments in the currency in which the investment
was originally made at the exchange rate prevailing at the
time of repatriation.
Right to REMITTANCE
OF EARNING
In the case of foreign investments, the right to remit earnings
from the investments in the currency in which the investment
was originally made at the exchange rate prevailing at the
time of repatriation.
Right to FOREIGN LOANS
AND CONTRACTS
the right to remit at the exchange rate prevailing at the
time of remittance ,such as may be necessary to meet the payment
of interest and the principal on foreign loans and foreign
obligations arising technological assistance contracts,
Right to FREEDOM
FROM EXPROPRIATION
There shall be no expropriation by the
government of the property represented by the investments
of the property of enterprise except for public use or in
the interest of national welfare and defense and upon payment
of just compensation. In such cases, foreign investors of
enterprises shall have the right to remit sums received as
compensation for the expropriated property in the currency
in which the investment was originally made and at the exchange
rate prevailing at the time of remittance.
Right to NON-REQUISITION INVESTMENT
There shall be no requisition of the
property presented by the investment or the property of enterprises,
except in the event of war or national emergency and only
for the duration of such .Just compensation for the requisitioned
property may be remitted in the currency in which the investment
was originally made and at the exchange rate prevailing at
the time of remittance.
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| 15. |
As an
investor, what visa can be issued to me.
The Special Investor Resident Visa (SIRV) entitles to holder
to reside in the Philippines for an indefinite period as long
as his investment subsists. Any alien, except restricted nationals
under the Foreign Service Code, may apply for an SIRV provided
he meets the following requirements:
- He is not been convicted of a crime involving moral turpitude.
- He is not affiliated with any loathsome, dangerous or
contagious disease.
- He is not been institutionalized for mental disorder or
disability.
- He is not willing and able to invest the amount of at
least US$75,000,00 in the Philippines.
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