Should you wish to incorporate a Philippine subsidiary, you need to file an application with the Securities & Exchange Commission. It must be noted that a subsidiary has a distinct and separate personality from its parent company. In forming a subsidiary, it must be borne in mind that the Corporate Secretary and Corporate Treasurer must be Filipino citizens.

 

A subsidiary may either be a Philippine Domestic Corporation or a Foreign-Owned Domestic Corporation.

 

A.  Philippine Domestic Corporation

 

A Philippine domestic corporation is one wherein at least 60% of the stocks are held by Filipinos and the majority of the governing body should be Filipinos.  As such, a domestic corporation has a legal personality separate from its stockholders.

 

B.  Foreign-owned domestic corporation

 

A Foreign-owned Domestic Corporation is one wherein foreign equity exceeds forty percent (40%).  It may be controlled by foreigners but the Corporate Secretary and Treasurer must be Filipino residents and citizens.  The minimum paid-up capital for a Foreign-owned Domestic Corporation is Two Hundred Thousand United States Dollars (US$200,000.00).  However, if it is an export market enterprise, the minimum paid-up capital is only Five Thousand Pesos (P5,000.00).  An export market enterprise is an enterprise wherein a manufacturer, processor or service enterprise exports sixty percent (60%) or more of its output, or wherein a trader purchases products domestically and exports sixty per cent (60%) or more of such purchases.

Nicolas & De Vega Law Offices is a full service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 4706126+632 4706130+632 4016392.

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Our Legal Advice page is composed of many articles, FAQs, guides and advice on Philippine Law. These cover civil law, commercial and corporate law, criminal law, intellectual property law (trademark, copyright, patent, PCT and others), family law, inheritance and succession, competition and antitrust law, data privacy, local and international taxation, and many others. 

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