How to Register a Foreign Branch or Corporation in the Philippines—and Obtain a Work Visa

Philippine legal and regulatory overview, written for foreign founders, executives, and in-house counsel. This is practical guidance, not a substitute for formal legal advice.

Executive summary

You can enter the Philippine market as either (1) a foreign branch (an extension of your overseas company) or (2) a foreign-owned domestic corporation (a Philippine subsidiary). A third option—the representative office—is for non-revenue liaison activities only. Your choice determines capital requirements, taxes, liability, and immigration strategy.

Foreign nationals who will work in the Philippines generally need an Alien Employment Permit (AEP) from the Department of Labor and Employment (DOLE) and a 9(g) pre-arranged employment visa from the Bureau of Immigration (BI). For short stints, a Special Work Permit (SWP) or Provisional Work Permit (PWP) can cover you while the 9(g) is in process. Companies located in investment promotion agencies (e.g., PEZA, BOI, Freeport Zones) may sponsor a 47(a)(2) special non-immigrant visa.

Step 1 — Choose your market-entry vehicle

1) Foreign branch

What it is: A legal extension of the foreign parent; not a separate Philippine juridical person.
What it can do: Conduct income-generating operations allowed to foreign entities under Philippine law.
Capital: Typically requires an inward remittance (commonly treated as “assigned capital”). For most domestic market enterprises, plan on at least USD 200,000; this may be reduced (e.g., USD 100,000) if you use advanced technology or employ a significant number of Filipino workers. Export enterprises (generally ≥60% exports) have more flexibility.
Taxes: Taxed only on Philippine-sourced income at regular corporate rates; branch profit remittance tax (BPRT) applies when remitting profits to the head office (treaty relief may reduce the rate).
Liability: Parent is directly liable for branch obligations.
When to choose: You want a simple structure and are comfortable with parent-level exposure.

2) Foreign-owned domestic corporation (subsidiary)

What it is: A Philippine corporation where foreigners own >40% (can be up to 100%, unless restricted).
What it can do: Anything allowed to its corporate purpose and to foreign equity (see “Nationality restrictions” below).
Capital: For domestic market enterprises, minimum paid-in capital is typically USD 200,000 (possible reduction to USD 100,000 with advanced technology or substantial local employment). Export enterprises have more flexibility.
Governance (Revised Corporation Code):
- Incorporators: As few as 2 (or 1 for a One Person Corporation (OPC)).
- Directors: 2–15, each holding at least one share (no general residency requirement under the RCC; subject to special-industry rules).
- Officers: President (must be a director), Corporate Secretary (must be a Filipino citizen and resident), Treasurer (must be a resident). A Treasurer-in-Trust (TIT) may be appointed during incorporation.
Taxes: Regular corporate income tax on worldwide income of the Philippine corporation (with foreign tax credits per standard rules).
Liability: Limited to the subsidiary; parent liability shield.
When to choose: You want liability ring-fencing, long-term operations, or plan to access activities where a Philippine corporation is preferred.

3) Representative office (for context)

What it is: A liaison/coordination office of a foreign company that cannot derive income in the Philippines.
Capital: Needs a yearly inward remittance (commonly USD 30,000 or more) to fund operating expenses.
Use case: Market research, quality control, back-office liaison.

Pre-investment checks (apply to all options)

Nationality restrictions / foreign equity limits. Some sectors are partially or fully reserved to Philippine nationals (e.g., mass media, small-scale mining, certain land ownership). Always check the latest Foreign Investment Negative List and special laws (e.g., the Public Service Act amendments, Retail Trade Liberalization amendments).
Capital rules. The Foreign Investments Act sets baseline minimum paid-in/assigned capital for foreign-owned domestic market enterprises; export enterprises are more flexible.
Location & incentives. Consider registering with the Board of Investments (BOI), PEZA, or a Freeport/SEZ for fiscal and non-fiscal incentives. Incentives depend on activity and location (and often require export orientation or inclusion in the current SIPP).
Tax modeling. Compare branch vs. subsidiary for: corporate tax, BPRT (branch), VAT, potential treaty relief, transfer pricing, and withholding taxes.
Immigration plan. Identify who needs to work onshore, when, and for how long—this drives AEP/visa strategy.
Real estate. Corporations with foreign ownership cannot own land but may lease long-term (typically up to 50 years, renewable), and may own condominium units within the 40% foreign cap of the building.

Step 2 — Register a foreign branch

A. Core documentary checklist

Expect to prepare, apostille/consularize where applicable, and submit:

SEC Name Verification/Reservation for the branch name.
Board resolution authorizing Philippine operations and designating a Resident Agent (individual or Philippine entity) to receive service of process.
Authenticated copies of the Articles/Constitution and By-laws of the foreign parent.
Latest audited financial statements of the parent (authenticated).
Proof of inward remittance of assigned capital (bank certificate/advice).
Resident Agent’s written acceptance of appointment (notarized).
Principal office address in the Philippines (lease/letter of intent).
Activity description confirming compliance with nationality restrictions.
Other forms prescribed by the SEC (data sheet, undertakings, etc.).

Security deposit: Foreign corporations licensed to do business may be required to deposit securities with the SEC after licensing, with possible top-ups based on local gross income. Confirm current thresholds and instruments with counsel/SEC before filing.

B. Process (high level)

Name reservation with the SEC.
E-filing and submission of application for License to Transact Business as a foreign corporation (branch), with all apostilled/consularized documents.
SEC evaluation and issuance of the License (your branch’s “birth certificate”).
Post-SEC registrations:
- BIR: Obtain branch TIN, register books of accounts, official receipts/invoices, select e-filing platform, and (if applicable) VAT registration.
- Local government: Barangay Clearance and Mayor’s/Business Permit.
- Social agencies: SSS, PhilHealth, Pag-IBIG.
- DOLE Rule 1020 establishment report; OSH compliance setup.

C. Ongoing compliance (branch)

BIR: Monthly/quarterly/annual tax returns; withholding; VAT if applicable.
SEC: Annual audited financial statements; General Information Sheet (GIS) and updates (resident agent, principal office).
LGU: Annual business permit renewal (January).
Immigration/DOLE: AEP/visa upkeep for expatriates; BI Annual Report (usually Jan–Mar) for ACR I-Card holders.
Transfer pricing documentation if you have related-party transactions with your head office/affiliates.
Security deposit maintenance (if applicable).

Step 3 — Register a foreign-owned domestic corporation (subsidiary)

A. Structure decisions

Form: Ordinary stock corporation or One Person Corporation (OPC) (a foreign natural person may form an OPC if the activity is open to foreign equity).
Capital: Align with FIA minimums and any special-law requirements (e.g., retail, financing).
Board/officers: Ensure you can appoint a Filipino citizen-resident Corporate Secretary and a resident Treasurer.

B. Core documentary checklist

Articles of Incorporation and By-laws (with primary/secondary purposes).
Incorporators’ IDs and Subscriber Information Sheets.
Name reservation confirmation.
Capital structure and Treasurer-in-Trust affidavit (proof of paid-in capital can be shown by bank certificate post-incorporation if requested).
Foreign parent/shareholder docs (if any entity shareholders): apostilled/consularized charter and board resolutions authorizing the investment.
Principal office address (lease/LOI).
Special licenses/endorsements if the activity is regulated (e.g., financing/lending, insurance, telco).

C. Process (high level)

Name reservation and drafting of Articles/By-laws aligned with foreign ownership rules.
SEC incorporation filing (e-submission).
SEC Certificate of Incorporation issuance.
Post-SEC registrations (same as branch): BIR, LGU permits, SSS/PhilHealth/Pag-IBIG, DOLE Rule 1020.
Special registrations (if seeking incentives): BOI/PEZA/Freeport registration and then BIR/DOF incentive tagging where applicable.

D. Ongoing compliance (subsidiary)

Corporate housekeeping: Board/shareholder meetings, minutes, stock & transfer book, officer appointments.
SEC: GIS (annually) and Audited FS.
BIR: All tax returns/payments; Expanded Withholding Tax on certain payments.
LGU & social agencies: Annual/mensual compliance.
Data privacy: Register data processing systems with the NPC when thresholds are met.

Taxes: branch vs. subsidiary (quick compare)

Topic	Branch	Subsidiary
Tax base	PH-sourced income	Worldwide income of PH corp
Corporate income tax	Regular corporate rates	Regular corporate rates
Profit repatriation	BPRT on remittances to HO (treaty may reduce)	Dividends to foreign parent (withholding tax; treaty may reduce)
VAT	If selling/importing services/goods domestically	Same
Transfer pricing	HO-branch dealings scrutinized	Intercompany with parent scrutinized
Treaty relief	Possible for BPRT/withholding	Possible for dividends/royalties/interest

Rates, incentives, and thresholds change. Model with your tax adviser before filing.

Step 4 — Work authorization for foreign nationals

A. The building blocks

AEP (Alien Employment Permit) – DOLE
- Confirms no Filipino is readily available for the role.
- Issued by the DOLE Regional Office where the job is located.
- Typically valid up to the employment term (often 1–3 years), renewable.
- Requires publication/posting (labor-market test), employment contract, employer’s registrations, passport biodata, and position details.
- Exemptions/Exclusions exist (e.g., diplomats, some board members not involved in day-to-day management, intra-corporate transferees in certain cases). If you plan to rely on an exemption, document the legal basis carefully.
9(g) Pre-arranged employment visa – Bureau of Immigration
- The principal “work visa.” Employer-specific; change of employer requires a new AEP and visa.
- Requires an approved AEP, company corporate documents (SEC/BIR/LGU), employment contract/board resolution, clearances, and BI forms.
- Results in an ACR I-Card (Alien Certificate of Registration). Dependents can get 9(g) dependents and ACRs.
Bridging permits
- Special Work Permit (SWP): For short-term, specific work (commonly 3 months, extendable to 6). Used by 9(a) temporary visitors performing allowable short assignments.
- Provisional Work Permit (PWP): Lets a foreign national start working while the 9(g) is pending (often issued for 3 months, extendable while BI processes the 9(g)).
47(a)(2) Special non-immigrant visas – DOJ/BI via Investment Promotion Agencies
- For qualified companies registered with PEZA/BOI/Freeports. These are employer-tied, typically multi-entry, and renewed on project/company status.
- AEP interplay: Some 47(a)(2) categories still require AEP; others have streamlined processes. Check the specific IPA rules.
Other status options (for completeness)
- Treaty trader/Investor visas (9(d)) where treaty exists (limited applicability).
- Special Visa for Employment Generation (SVEG) for investors employing a significant number of Filipinos (work-authorized residency).
- Investor/retiree categories (SIRV/SRRV) exist but do not automatically authorize employment in a local company; confirm AEP/visa needs before working.

B. Typical sequencing

If you need to start work quickly

Enter on 9(a) temporary visitor (with proper entry formalities).
File AEP. In parallel, apply for PWP (or SWP if assignment is short).
After AEP approval, apply to convert to 9(g) in-country; continue working under your PWP until 9(g) is granted.
Obtain ACR I-Card; enroll in Annual Report.

If operating inside PEZA/BOI/Freeport

Coordinate early with the IPA desk for 47(a)(2) sponsorship; run AEP/BI filings per the IPA’s workflow.

C. Compliance and practical tips

Employer-specific: 9(g) and many 47(a)(2) visas are tied to the sponsoring employer and position. Promotions, transfers, or secondments may require updates or new filings.
Reportorial duties: ACR holders must file BI Annual Report each year. Track AEP and visa expiry; renew in advance.
Payroll taxes: Expatriates are generally subject to Philippine income tax on Philippine-sourced compensation; special tax regimes that once existed for certain HQ roles have been revised—obtain current advice.
Work without authority is risky: Fines, deportation, and company sanctions apply for unauthorized work.

Common post-registration tasks (all entities)

Open bank accounts (board/agent resolutions, KYC).
Lease office space; obtain building occupancy/sanitary permits where required.
Register accounting system (manual, loose-leaf, or computerized) with the BIR.
Set up payroll; enroll employees in SSS/PhilHealth/Pag-IBIG; implement 13th-month pay and DOLE standards.
Data privacy: If processing personal data of customers/employees at certain scales/sensitivities, register with the National Privacy Commission and appoint a DPO.
Intellectual property: File local trademarks/patents with the IPOPHL if brand/tech is key.
Contracting/outsourcing: If using contractors, ensure compliance with DOLE DO 174 (legitimate contracting) and avoid labor-only contracting.

Practical comparisons & decision cues

Speed vs. separation: A branch can be simpler to stand up; a subsidiary offers liability separation and may be more acceptable to local counterparties.
Tax on repatriation: Branch remittances attract BPRT; subsidiary dividends are subject to withholding tax (treaty relief may differ between the two).
Regulatory optics: Certain licenses or counterparties prefer (or require) a Philippine corporation.
Officer requirements: You must source a Filipino secretary and resident treasurer for a corporation; a branch needs a resident agent.

High-level timelines (indicative only)

SEC licensing/incorporation: Document prep (apostilles) is the gating item; once complete, filings are typically straightforward.
BIR/LGU/SSS/PhilHealth/Pag-IBIG: Usually completed shortly after SEC release if your lease and officers are in place.
AEP & visas: Build in time for DOLE publication and BI processing. Use PWP/SWP to bridge urgent starts.

Avoid making contracts or starting billable work before the right license/permit/visa is issued.

Frequent pitfalls (and how to avoid them)

Misreading foreign equity limits. Always map your actual activities (not marketing labels) to the correct industry rules.
Capitalization errors. Under-funding can delay SEC or trigger later BIR issues; match capital to business model and FIA thresholds.
Visa-first hires. Don’t onboard expatriates until you’ve planned AEP/visa sequencing; use PWP/SWP where appropriate.
Ignoring transfer pricing. HO-branch/shared-service charges need defensible policies and documentation.
Officer/agent gaps. You cannot incorporate without a Filipino corporate secretary and a resident treasurer; branches need a resident agent with clear acceptance.
Reportorial slippage. Calendar SEC GIS/AFS, BIR returns, LGU renewals, BI Annual Report, AEP renewals.

Appendix A — Checklists

Branch – filing set

Name reservation evidence
Board resolution: open PH branch + appoint Resident Agent
Apostilled/consularized: parent charter/by-laws; latest audited FS
Resident Agent’s acceptance (notarized)
Proof of inward remittance (bank advice/certificate)
Principal office address/lease or LOI
SEC forms/data sheet; list of officers/signatories
(If required) Security deposit undertaking

Subsidiary – filing set

Name reservation evidence
Articles of Incorporation & By-laws (signed)
Treasurer-in-Trust affidavit; capital details
IDs of incorporators/directors/officers
For entity shareholders: apostilled charter docs & authority to invest
Principal office address/lease or LOI
SEC forms/data sheet; officer consents

Post-SEC – all entities

BIR: TIN, books of accounts, ATP/e-receipts, VAT/percentage tax registration
LGU: Barangay clearance; Mayor’s/Business permit
SSS/PhilHealth/Pag-IBIG employer registration
DOLE Rule 1020 filing; OSH compliance

Work authorization – individual employee

Passport bio page; latest arrival
Employment contract/board approval/assignment letter
Employer SEC/LGU/BIR registrations
AEP application + publication/DOLE region filing
9(g) conversion or visa issuance; ACR I-Card
PWP/SWP if bridging; dependent visas as needed

Appendix B — Key Philippine legal anchors (for orientation)

Revised Corporation Code (R.A. 11232)
Foreign Investments Act (R.A. 7042), as amended (e.g., R.A. 11647)
CREATE Act tax reforms (R.A. 11534)
Retail Trade Liberalization amendments (R.A. 11595)
Public Service Act amendments (R.A. 11659)
Labor/Immigration framework for AEP (DOLE rules) and 9(g)/47(a)(2) (BI/DOJ)
Foreign Investment Negative List and special industry laws

These references evolve. Always confirm the latest rules, thresholds, and agency circulars at the time you file.

Final notes

Start with a foreign-ownership/industry check, then pick branch vs. subsidiary based on liability, tax, and regulatory fit.
Prepare apostilled corporate documents early to avoid the most common bottleneck.
Lock in your immigration playbook (AEP → 9(g); or IPA-sponsored 47(a)(2)) before your expatriate hire arrives.
Build a compliance calendar (SEC, BIR, LGU, DOLE, BI). A little discipline here avoids most penalties.

If you’d like, tell me your sector and whether you’ll export or sell locally—I can map the likely capital, licenses, and visa pathway to your exact plan.