In doing business in the Philippines, you will constantly need to deal with important documents, right from incorporation down to your day-to-day operations, and even to dissolution, should the need arise.
The necessary documents have to be processed and filed in a timely manner. Failure to do so and/or filing inaccurate or defective documents can lead to delays, costly penalties, or both.
Here are some of the most important documents you will need in the course of doing business, depending on your company’s structure and nature of business:
Articles of Incorporation or Formation
A corporation or a partnership needs to be registered with the Securities and Exchange Commission (SEC), and among the registration requirements are the Articles of Incorporation or Formation.
Articles of Incorporation (AI), also known as a certification of formation or charter, are documents that establish the formation of your company. They include the following details:
- Name of the company
- The purpose of the company
- The name of the stockholders, each one’s share/s of stock and paid-in capital
- The directors of the corporation
- The designation of the Treasurer
Articles of Incorporation in the Philippines have to follow a format specified by the SEC, as found under Section 15 of the Corporation Code. In certain cases, however, the SEC may impose special requirements, which could change the AI’s form.
DBA Filings or Sole Proprietorship
DBA (Doing Business As) or sole proprietorship is an option you can consider in starting a business in the Philippines.
Sole proprietorship has many advantages. It gives you complete control over how to run your business, it requires less time, cost and paperwork to set up, and has less complicated requirements for the filing of income tax returns. The income tax returns for your sole proprietorship can be filed as part of your personal income tax, making it less laborious than a separate filing.
Foreign nationals need to comply with more requirements than Filipino citizens in registering a sole proprietorship. These include an interview with a DTI officer, special visas or alien registration, and proof of inward remittances.
An important element in the registration process is name verification. A sole proprietorship must have a business name that’s different from the investor’s name. The name should not have been previously reserved or registered by another company, and should not be confusingly similar with a previously reserved or registered name.
Contracts
In the course of doing business, you will almost certainly enter into contracts with various entities, including employees, contractors, suppliers and clients. A well-made contract is very important in protecting all parties’ rights and ensuring the best possible business outcomes.
Some contract types you will likely need include:
- Contract to sell or lease
- Contract of renovation/construction of a house or building
- Employment agreement
- Agreement for the sale of goods or services
- Security agreement between a borrower and lender of a loan
- Contract with an independent contractor
- Warranty
- Distributor contract
Notarization
Many legal documents in the Philippines need notarization, particularly those required by government agencies. These include Articles of Incorporation, DBA Filings, application forms for SEC, DTI, PEZA or BOI registration, and others. Contracts may also be notarized, as notarization has the effect of converting private documents into public ones, giving them added legal protection.
How we can help?
Our team of legal experts can help you in the preparation, notarization, and processing of legal documents in any stage of your business’s life. We ensure accuracy and comprehensiveness to avoid wasting time and effort in correcting and mitigating mistakes. We devote the same attention to detail on every legal document that we handle to guarantee the best possible outcome.
