Registering a Corporation in the Philippines

posted Oct 10, 2011, 11:02 AM by Admin ---   [ updated Oct 20, 2011, 8:39 AM ]

The most common form of corporate vehicle used by foreign investors is the corporation. The main advantage of the corporate form is its limited legal liability. In addition, doing business through a corporation or subsidiary allows room for Philippine equity participation in certain business activities, which would otherwise be restricted. The liability of the shareholders of a corporation to third parties is limited to the amount of their share capital except in cases of fraud. A shareholder is liable for damages arising from a breach of fiduciary duties, fraud, gross negligence and other unauthorized acts.

All foreign entities other than individuals doing business in the Philippines are required to register with the Securities and Exchange Commission whether as domestic corporations/domestic subsidiaries, branches, or partnerships. Formation of corporations is governed by the Corporation Code. The Code provides for the right of succession, powers, attributes and properties of a corporation, all of which have important consequences.