Registering a Branch Office of a Foreign Corporation in the Philippines

A foreign corporation that wants to do business in the Philippines through a branch office must register with the Securities and Exchange Commission (SEC) and obtain a license to transact business in the country. Registration is not automatic: the foreign corporation must submit the required documents, appoint a resident agent, and establish a Philippine office. Once licensed, the branch can operate, but its inward capital must also be registered with the Bangko Sentral ng Pilipinas (BSP) through an authorized agent bank if the investor wants to later repatriate capital and remit earnings using banking-system foreign exchange.

What a branch office is, and how it differs from a subsidiary

A branch office is an extension of the foreign corporation itself. It has no separate juridical personality; the parent corporation remains liable for the branch's obligations. A subsidiary, by contrast, is a separate Philippine corporation formed under the Revised Corporation Code of the Philippines (Republic Act No. 11232) and governed by its own articles of incorporation.

Under Section 18 of the Revised Corporation Code, a private corporation organized under the Code commences its corporate existence and juridical personality from the date the SEC issues its certificate of incorporation. That rule applies to domestic corporations. A branch office does not receive a certificate of incorporation; it receives a license to do business in the Philippines.

The SEC registration track for a foreign corporation

The Revised Corporation Code regulates domestic corporations. Foreign corporations doing business in the Philippines are governed by the Code's provisions on foreign corporations, together with the SEC's implementing rules. The practical path is as follows:

1. Secure the corporate documents. The parent corporation's articles of incorporation (or equivalent charter) and bylaws, together with a board resolution authorizing the establishment of a Philippine branch and the appointment of a resident agent, are authenticated or apostilled in the home jurisdiction and, where required, consularized.
2. Appoint a resident agent. The foreign corporation must maintain a resident agent in the Philippines, who must be a resident of the country and who receives service of process on the corporation's behalf.
3. Submit the application to the SEC. The application for a license to transact business is filed with the SEC, together with the authenticated corporate documents, the financial statements of the parent, and proof of the required inward capital.
4. Establish a Philippine office. The branch must have a principal office in the Philippines, consistent with Section 13(c) of the Revised Corporation Code, which requires that the place where the principal office is to be located must be within the Philippines.
5. Obtain the license. Once the SEC is satisfied that the requirements are met, it issues the license to transact business, and the branch may commence operations.

Capital requirements and the BSP registration of inward investment

A branch office must bring in capital. The amount depends on the nature of the business and any applicable special law; certain activities are reserved to Filipino citizens or subject to foreign equity limits under the Foreign Investments Act of 1991 and the Anti-Dummy Law, both of which are referenced in Section 7 of the Revised Corporation Code.

Where the foreign parent wants to be able to repatriate its capital and remit earnings using foreign exchange purchased from the banking system, the inward investment should be registered with the BSP. Under the BSP's Manual of Regulations on Foreign Exchange Transactions, as amended by BSP Circular No. 1192 (Series of 2024), a Bangko Sentral Registration Document (BSRD) evidences the BSP registration of investments. The Glossary of the FX Manual defines the BSRD as a document evidencing registration of foreign investments and loans, and states that registration allows the transacting party to access the FX resources of, or purchase FX from, authorized agent banks (AABs) or AAB forex corporations against Philippine pesos for servicing or settlement of these transactions.

The FX Manual provides for inward investments registered with the BSP through AABs, under the guidelines in Appendix 10.B. Under those guidelines, registration requires the non-resident investor or a duly authorized representative to submit the supporting documents (proof of funding and proof of the investment made) under Appendix 10.C, together with a duly accomplished Authority to Disclose Information form, and the registering AAB then reports the investment to the BSP. Transactions on registered investments are reported within two (2) banking days from the actual settlement date or date of compliance with Appendix 10.C, or the actual remittance date, as applicable.

Repatriation of capital and remittance of earnings

Once the investment is registered, AABs and AAB forex corporations may sell foreign exchange to the non-resident investor or an authorized representative — whether resident or non-resident — without prior BSP approval, equivalent to the peso sales or divestment proceeds and related earnings from BSP-registered inward investments, subject to the supporting documents listed under Appendix 1.4 of the FX Manual. Where the FX sale, repatriation, or remittance will be handled by an AAB that is not the registering AAB, the registering AAB issues a Letter Advice authorizing the FX selling or remitting AAB to use the outstanding investments covered by the BSP Reference Number. Each Letter Advice is valid for one (1) month from issuance or reissuance.

Frequently asked questions

Does a foreign corporation need a resident agent in the Philippines? Yes. A foreign corporation licensed to do business in the Philippines must maintain a resident agent in the country who can receive legal notices and service of process on its behalf.

Is a branch office a separate corporation from its parent? No. A branch office is an extension of the foreign corporation and has no separate juridical personality. The parent corporation remains responsible for the branch's liabilities.

Why register the branch's capital with the BSP? Registration allows the investor to purchase foreign exchange from authorized agent banks to repatriate capital and remit earnings. Without it, access to banking-system FX for those purposes may be unavailable.

Practical takeaways

• A branch office must be registered with the SEC and licensed to transact business before it can operate in the Philippines.
• The parent corporation's corporate documents must be authenticated or apostilled and submitted with the application.
• A resident agent must be appointed to receive service of process.
• Register the inward investment with the BSP through an authorized agent bank to preserve the right to repatriate capital and remit earnings.
• Report transactions on registered investments within the deadlines set in the FX Manual, generally two (2) banking days from settlement or remittance.

Primary sources

The rules discussed above are drawn from the following primary sources. Where the firm's library holds the document as a PDF it is embedded here in full; the rest are cited by title.

Amendments to foreign exchange regulations covering foreign investmentsOpen in Law LibraryDownload PDF

• REPUBLIC ACT NO. 11232 - AN ACT PROVIDING FOR THE REVISED CORPORATION CODE OF THE PHILIPPINES

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.