Pinoy Kasi

Roots

By:

12:59 am | Wednesday, September 7th, 2011

I thought I would use President Aquino’s visit to his ancestral village to talk about the ancestral roots of Filipinos of Chinese ancestry. To do this I consulted two books that are indispensable for any Filipino trying to probe into their “Chinese-ness.” One is “Tsinoy: The Story of the Chinese in Philippine Life” (Kaisa para sa Kaunlaran, 2005) and the other is “Chinese Filipinos” (Jesuit Communications, 2003).

The late President Corazon Aquino wrote the foreword to “Tsinoy” with information about her own Chinese roots. Inside the book is another article by Marisse Cojuangco Reyes that gives more details on the Cojuangco clan.

It was Cory Aquino’s great grandfather, Co Giok Huang, who first migrated to the Philippines.  She referred to him as “Ingkong (a Chinese-derived word) Jose.”  His home village was Hongjian, which P-Noy visited and where he paid his respects to his maternal ancestors by offering incense and bowing to the family altar.  (This is actually a break with Chinese tradition, which is patrilineal, meaning one traces ancestors through the father’s line, but exceptions are always possible, especially for a president.  I have heard the Aquino side also has Chinese ancestors but could not find any research materials about this.)

Cojuangco was a modification on the Chinese name, a frequent practice among Chinese migrants. It was taken from two words in Ingkong Jose’s name: Co and Huang, with “co” (elder brother, as in ko-ko) added.  Co Giok Huang also took on the Christian name Jose,  having been baptized on the feast of St. Joseph.

Jose Cojuangco traded in rice, salt and bagoong in Malolos, as well as engaged in the dyeing of sinamay fabric.  In 1866, he married Antera Estrella, a wealthy mestiza from Gapan, Nueva Ecija.  They had two children, Melecio Cojuangco, who was elected to the first Philippine Assembly in 1907, and Trinidad.

Jose Cojuangco moved to Paniqui, Tarlac, in 1896, when he was already 68, to trade in fruits and agricultural produce as well as to operate a rice mill.  It was money from this trading that allowed him to accumulate land, or what today is Hacienda Luisita.

Cory’s tree

After Cory Aquino became president, she made a state visit to China which included a trip to her ancestral village.  There she planted an araucaria, an evergreen tree similar to our pine trees.  According to the Chinese, the araucaria usually just grows with one large main trunk, but Cory’s tree branched out toward the top with two large branches, which was interpreted as a sign that one of her descendants would follow in her footsteps or match her accomplishments.

The Cojuangcos’ ancestral village of Hongjian is found in Jinjiang, Fujian province.  Most of the ethnic Chinese in the Philippines trace their roots back to Fujian, and among its cities and towns, Jinjiang produced the bigger number of migrants who went to the Philippines.

Migrants from Fujian ended up in the Philippines, Singapore and Indonesia. The neighboring province of Canton (Guangdong) also produced many migrants, some of whom ended up in the Philippines and are referred to, erroneously, as “Makao.”  The Cantonese seemed to be more adventurous, migrating farther out to the United States and to Europe.

Today’s Tsinoy or Chinese-Filipinos came from the 20th century wave of migrants.  Jose Cojuangco belonged to an earlier influx.

Contact between the Chinese and the Philippines dates back to the precolonial period, but the Sangley were mainly traders, coming and going.  “Sangley” in fact came from the Chinese words “sionglai,” which means frequent visiting (or, more accurately, “coming”).  After Spain colonized the Philippines, the Chinese visitors were looked upon with suspicion, and they were limited to staying in Manila and, even there, to an area called Parian.

In the 19th century, as Spain opened up the islands to the world economy, a more hospitable climate emerged for the Chinese. It is estimated that more than 100,000 came to the Philippines around mid-century, many with intentions to stay for the long term.

Chinese women were not part of this migration, so many of the Chinese males who came to the Philippines ended up marrying local women.  More of these intermarriages occurred with the Chinese rather than with the Spaniards so “mestizo” referred to those with Chinese blood.

The mestizo families started with a Chinese man marrying a local woman. The next generation of mestizas would then marry Chinese men again.  Richard Chu’s “Chinese Merchants of Binondo in the 19th Century” (published by UST Press) provides many details about the mestizos and shows the economic importance of these marriages. The mestizo families became principal players in the emerging globalized economy, many becoming prosperous as cabecillas, traders dealing in local as well as foreign goods.

The intermarriages were powerful for economic consolidation, combining money that came from the Chinese man’s trading activities and his wife’s land holdings.  Some of the clans that grew out of the intermarriages were the Tambuntings, Limjaps, Ongpins, Chuidians, Yangcos, Syquias.

Unlike earlier Chinese, the 19th century migrants were allowed to spread out through the archipelago, some becoming very powerful political clans in the 20th century, as was the case with the Cojuangcos.

Filipino

While the first generation of mestizos and mestizas tended to retain many aspects of Chinese culture (some were even sent back to China to study), succeeding generations eventually became very assimilated to mainstream Philippine society, considering themselves different from the Chinese.  It was this mestizo population that dared to expropriate the “Filipino” identity.  (“Filipino” originally referred to Spaniards born in the Philippines.)

The “Gomburza” priests—Mariano Gomez, Jose Burgos and Jacinto Zamora—executed in 1872 were mestizos.  The “women of Malolos” who had the audacity to write the Spanish governor-general in 1888 to ask for a night school so they could learn Spanish were mestizas.  The 13 Martyrs (Trece Martires) of Cavite, executed in 1896 for alleged subversive activities, were mestizos. So too were Rizal (who wrote a letter to the women of Malolos praising them for their courage), Pedro Paterno, Emilio Aguinaldo and other reformers and revolutionaries.

I want to emphasize that while many of the mestizo family’s descendants became affluent, their origins were much more humble.  It was poverty that drove Chinese peasants in Fujian to migrate to the Philippines. The migrants worked hard, scrimping and saving and building their networks for business as well as for social life.  Some moved from rags to riches, creating their niche in the Philippines, their children not just becoming Filipino but fighting for the Filipino.

I would like to think that the President will carry on this legacy.

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Great Britain Responsibility

Datuk Sir Mayor Tom

If the transfer of Sabah by Great Britain to Malaysia in 1963 constituted a breach of the provisions of the 1878 Lease as the Government of the Sultan of Sulu did not consent to the transfer to Malaysia. Then it would follow that Great Britain would liable for breach of 1878 Lease and should therefore be sued for damages and declare that transfer was void ab initio and therefore cannot be sustain…. For that financial damages from GB should computed on how much the Philiippine have lost in revenue from the time of the illegal transfer. And since there was no legal transfer then Malaysia does not have a leg to stand on. In the lease agreement the tenant, Great Britain had breached the lease provision by;
• Allowing Malaysia to use the premises (Sabah) for a purpose outside the permitted use; and
• Which could also constitute Great Britain of subletting the premises without consent of the Sultanate of Sulu.
The Sultanate of Sulu should have the option of: Exercising the right of re-entry or forfeiture by;
• Terminating the lease for repudiation or breach of an essential term;
• If the breach is capable of remedy, as in our current case the lease may permit the landlord (The Sultanate of Sulu) to remedy the breach and recover the cost from the tenant.

The common law doctrine of repudiation.
It is well settled law that ordinary contractual principles apply to all leases.
In our current situation the repudiatory conduct of Great Britain consist of the following:
1. Great Britain intentionally no longer wishes to be bound by the lease; and
2. Great Britain breached a fundamental or essential term of the lease.

Great Britain is therefore liable to the Sultanate of Sulu.
Perhaps Great Britain should be sued in the ICJ and have Malaysia as co respondent. My two cents.

How to Register a Foundation in the Philippines

Many of our prominent and successful business entities in the country have already established foundations as intensification to their corporate social responsibility. Ayala Corporation has Ayala Foundation; Metropolitan Bank and Trust Company (Metrobank) has Metrobank Foundation; and Philippine Long Distance Telephone Company (PLDT) and Smart Communications, Inc. (Smart) have PLDT Smart Foundation Inc. Those non-profit corporations were formed to help and improve the lives of Filipinos. However, incorporators and entities don’t need to be famous and multi-million dollar companies to start a foundation. The initial fund contribution to start a foundation is P1,000,000 (Section 2, SEC Memorandum Circular No. 8-2006). The following are guidelines on how to register a foundation in the Philippines.
What is a foundation?

A foundation is a non-stock, non-profit corporation established for the purpose of extending grants or endowments to support its goals or raising funds to accomplish charitable, religious, educational, athletic, cultural, literary, scientific, social welfare or other similar objectives (Sec. 1 of SEC Memorandum Circular No. 8 Series of 2006). Read the entire SEC Memorandum Circular No. 8-2006 here.
How to register foundations with the SEC?

The following are guidelines and requirements on the registration of foundations with the Philippine Securities and Exchange Commission (SEC).

Basic Requirements

1. Name verification slip (procedures to get name verification slip is the same with stock corporations – please visit our post about registering a corporation)

2. Articles of Incorporation and By-laws (It states that no part of the income which the association may obtain as an incident to its operation shall be distributed as dividends to its members, trustees or officers subject to the provisions of the Corporation Code on the dissolution.)

3. Affidavit of an incorporator or director undertaking to change corporate name

4. List of members, certified by the Corporate Secretary

5. List of contributors and amount contributed certified by the treasurer

Note: Items 3, 4, and 5 need not be submitted if already stated in the Articles of Incorporation. You can download a sample / blank form of Articles of Incorporation and By-laws here.

You may read our article titled “How to register a non-stock corporation in the Philippines“.

Additional Requirements

The following are additional requirements for applying for registration as stated in Section 2 of the SEC Memorandum Circular No. 8-2006.

6. Notarized Certification of Bank Deposit of the amount of not less than One Million Pesos (P1,000,000.00); and

7. Statement of willingness to allow the Commission to conduct and audit.

Name Requirement

The applicant’s corporate name shall contain the word “Foundation” (Section 3, SEC Memorandum Circular No. 8-2006.

Endorsement Requirements

Foundations shall obtain endorsement from the following government agencies and form part of the registration papers, if applicable.

1. Charitable Institutions – Department of Social Welfare and Development (DSWD)

2. Education Institutions

a) Elementary to High school – Department of Education (DepEd)
b) College, Tertiary Course – Commission on Higher Education (CHED)
c) Technical Vocational Course – Technical Education Skills and Development Authority (TESDA)

3. Hospitals/ Health Maintenance Organizations – Department of Health (DOH)

To view the complete list of government agencies that may require endorsements, please read the entire list here.
Things to remember

1. The funds generated by your foundation must be utilized in accordance with the purposes stated in your Articles of Incorporation. Section 4 of SEC Memorandum Circular No.8-2006 requires all registered foundations to submit, in addition to General Information Sheet, its Audited Financial Statements which shall include a sworn Statement of its President and Treasurer on the following information that relates to the preceding fiscal year;

a. Source and Amount of Funds;

b. Program/Activity planned, ongoing and accomplished;
-Complete name, address and contact number of project officer-in-charge;
-Complete address and contact number of project office; and

c. Application of Funds

2. All funds of the Foundation shall be deposited in a banking institution regulated by the Bangko Sentral ng Pilipinas (BSP).

3. Foundations are  exempt from income tax pursuant to Section 30 of the Tax Reform Act of 1997 (R.A. 8424). However, income derived from its properties, real or personal, or from any of its activities conducted for profit regardless of the disvposition made of such income, is subject to tax. The BIR shall issue a Certificate of Registration to the foundation as Qualified Donee Institution.

4. Philippine Council for NGO Certification (PCNC) is the government’s partner in the system of accrediting donee institutions. However, no foundations or NGOs shall be processed for accreditation by the PCNC unless it has secured a valid registration with the government agency (e.g. DSWD, DepEd, DOH, etc.,) that exercises regulatory function over such corporation, association or NGO (Executive Order 720). View a copy of EO 720 here.

For guidelines on registering with the Bureau of Internal Revenue (BIR) please read our article titled “How to register with the BIR”.

You may visit the websites or the offices of the following government institutions / accrediting entity for more information:

Securities and Exchange Commission (SEC)
Bureau of Internal Revenue (BIR)
Philippine Council for NGO Certification (PCNC)

SEC REGISTRATION REQUIREMENTS

 

SEC REGISTRATION REQUIREMENTS

(as of 16 August 2011)

 

  • All applications and supporting documents must be in six (6) copies and have cover sheets
  • Documents signed abroad must be authenticated by the Philippine Embassy or Consulate in the country where signed.
  • All audited Financial Statements and special audit reports must be certified by an independent Certified Public Accountant (CPA), with Statement of Representation filed with the SEC. Said Statement must indicate the CPA Cert. No., PRC/BOA No. and the PTR No. of the CPA.
  • All applications must indicate the Tax Identification Number (TIN) of the signatories.

 

  1. REGISTRATION OF CORPORATIONS
  1. Stock Corporation
  2. Non-Stock Corporation
  1. LICENSING OF FOREIGN CORPORATIONS
  1. Branch and Representative Office 
  2. Regional or Area Headquarters and Regional Operating Headquarters
  1. REGISTRATION / RECORDING OF PARTNERSHIPS
  1. OTHER APPLICATIONS
  1. For Corporations

i. Amended Articles of Incorporation (For Stock and Non-Stock Corporations)

  1. Amended Articles of Incorporation
  2. Directors’/Trustees’ Certificate – a notarized document signed by a majority of the directors/trustees and the corporate secretary, certifying the amendment of the Articles of Incorporation, indicating the amended provisions, the vote of the directors/trustees and stockholders/members, the date and place of the stockholders’ or members’ meeting; the TIN of the signatories should be indicated below their names.

Additional Requirements

  1. Endorsement/clearance from other government agencies, if applicable. If the provision to be amended is the corporate name, submit the following;a. Name Verification Slipb. Affidavit of a director/trustee or officer undertaking to change corporate name

ii. Amended By-Laws (For Stock and Non-Stock Corporations)

  1. Amended By-laws
  2. Directors’/Trustees’ Certificate – a notarized document signed by a majority of the directors/trustees and the corporate secretary, certifying the amendment of the By-laws, indicating the amended provisions, the vote of the directors/trustees and stockholders/ members, the date and place of the stockholders’ or members’ meeting

iii. Increase of Authorized Capital Stock

Basic Requirements

  1. Certificate of Increase of Capital Stock
  2. Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and the  amount received as payment
  3. List of stockholders as of the date of the meeting approving the increase, indicating   the nationalities of the subscribers and their respective subscribed and paid-up capital on the present authorized capital stock, certified by the corporate secretary
  4. Amended Articles of Incorporation
  5. Directors’ Certificate – a notarized document signed by a majority of the directors and the corporate  secretary, certifying the amendment of the Articles of Incorporation increasing the authorized capital stock, the votes of the directors and the stockholders, and the date and  place of the stockholders’ meeting
  6. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR

Additional  Requirements based on kind of payment on subscription, such as

  1. Cash
  1. A report rendered by an independent CPA on the verification of the cash payment on subscription to the increase
  2. Copy of the official receipt, deposit slip, bank statement/passbook
  3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which includes the additional capital infusion, certified by the company accountant
  4. Written waiver of pre-emptive rights by non-subscribing stockholders

Note:   Disregard item 1 if payment on subscription is already reflected in the audited financial statements (item 6 of the basic requirements), and said additional capital infusion is  reflected in the Cash Flow Statement

      B.     Conversion of advances/liabilities to equity

  1. A report rendered by an independent CPA on the verification of the advances to be converted to equity
  2. Detailed schedule of the liabilities to be offset, as of the date of trial balance, certified by the company accountant
  3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which includes the subject advances/liabilities, certified by the company accountant
  4. Deed of Assignment signed by the creditor/subscriber assigning the advances as payment on his subscription

Note:   If subject advances are reflected in the audited financial statements (item 6 of the basic requirements), submit a certification from the auditor identifying the creditors and the amount owed to each, in lieu of item 1

     C.    Stock dividends

  1. Long form audit report on the audited financial statements (item 6 of the basic requirements), which includes an analysis of the retained earnings account for the last five (5) years.
  2. List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividend, certified by the corporate secretary.
  3. Certification by the corporate secretary as to the treatment of the resulting fractional shares, if any

      D.    For other forms of property as payment, submit the additional requirements enumerated for registration of stock corporations

iv. Decrease of Authorized Capital Stock

  1. Certificate of Decrease of Authorized Capital Stock
  2. Audited financial statements as of last fiscal year, stamped received by the SEC and the BIR
  3. If involving return of capital:  Long form audit report and list of creditors with the consent of each creditor, certified by company accountant
  4. List of stockholders before and after the decrease, certified by the corporate secretary
  5. Amended Articles of Incorporation
  6. Directors’ Certificate – a notarized document signed by a majority of the directors and  the corporate secretary, certifying  the amendment of the Articles of Incorporation to decrease the authorized capital stock, the votes of the directors and the stockholders, and the date and place of the stockholders’ meeting
  7. Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper of general circulation)

v. Reclassification/Declassification/Conversion of Shares

  1. Directors’ Certificate – a notarized document signed by a majority of the directors and the corporate secretary, certifying the amendment of the articles of incorporation classifying the shares of stock, the votes of the directors and the stockholders, and the date and place of the stockholders’ meeting
  2. Amended Articles of Incorporation
  3. List of stockholders  showing the names, nationalities and stockholdings before and after the reclassification/declassification/conversion, certified by the corporate secretary
  4. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR

vi. Merger/Consolidation

  1. Articles of Merger/Consolidation
  2. Plan of Merger
  3. List of stockholders of the constituent corporations before the merger/consolidation,  and list of stockholders of record of the surviving corporation after the merger/consolidation, certified by the corporate secretary
  4. Certification, under oath, by the corporate secretary, on the meetings of the directors and stockholders of the constituent corporations approving the merger/consolidation
  5. Audited financial statements of the constituent corporations as of a date not earlier than 120 days prior to the date of filing of the application in accordance with PFRS 3 ( Accounting Standard on  Business Combination)
  6. For absorbed corporations:  Long-form audit report of item 5
  7. List of creditors, if any
  8. Where both or all the constituent corporations are solvent:  Certification, under oath, by the president, chief finance officer or treasurer,  that creditors have been properly notified of the proposed merger/consolidation
  9. Where at least one of the constituent corporations is insolvent:  Affidavit of publication in a newspaper of general circulation  of the proposed merger/consolidation

Note

  1. If the surviving corporation will not issue shares of stock or create additional paid-in Capital:  Disregard item 5
  2. If the merger will be effected viaincrease of capital stock:  Submit also the  requirements for  Increase of Authorized Capital Stock
  3. For consolidation:  Submit also the requirements for the registration of a stock corporation

          vii. Increase of Foreign Equity (For Corporations registered under the Foreign Investment Act)

Mode of payment:

  1. Assignment of Filipino stockholdings to non-Philippine nationals
  1. SEC Form No. F-101 or F-102
  2. Original copy of the Deed of Assignment

     b.   Issuance of new stocks from the unsubscribed capital stock

  1. SEC Form No. F-101 or F-102
  2. Form F-10-1

      c.  Increase or Decrease of authorized capital stock

  1. SEC Form No. F-101 or F-102
  2. Requirements for Increase/Decrease of Capital Stock

      d.  Merger or Consolidation

  1. SEC Form No. F-101 or F-102
  2. Requirements for merger or consolidation

viii. Dissolution (By Shortening Corporate Term)

  1. Directors’ Certificate – a notarized document signed by a majority of the directors/trustees and the corporate secretary, certifying the amendment of the Articles of Incorporation shortening the corporate term, the votes of the directors/trustees and stockholders/members, and the date and place of the stockholders’/members’ meeting
  2. Amended Articles of Incorporation
  3. Audited financial statements as of date of the stockholders’ meeting approving the dissolution or any date thereafter but not earlier than 60 days prior to the date of filing of the application
  4. List of creditors, if any, and the consent of the creditors, or certification as to non- existence of creditors
  5. BIR tax clearance
  6. Publisher’s affidavit of the publication of the notice of dissolution of the corporation (once a week for  three [3] consecutive weeks)
  7. Endorsement/clearance from other government agencies, if applicable

Note: In cases where there are creditors and the consent of the creditors was not secured, the application should be in the form of a petition to be filed with Office of General Counsel of the SEC

ix. Quasi-Reorganization

  1. Letter requesting approval  to undergo quasi-reorganization
  2. Certification, under oath, by the corporate secretary, on the  board resolution approving the quasi-reorganization
  3. Appraisal report of the fixed assets (real properties, permanently installed fixed assets and machineries and equipment directly needed and actually used in the business)
  4. Schedules showing the details of the appraised properties
  5. Latest audited financial statements of the corporation, stamped received by  the SEC and the BIR
  6. Analysis of the revaluation increment
  7. Projected financial statements for the next five (5) years

x.  Equity Restructuring

  1. Letter requesting approval to undergo equity restructuring
  2. Certification, under oath, by the corporate secretary, on the board resolution approving the equity restructuring plan
  3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR

xi. Creation of Additional Paid in Capital

  1. Letter requesting approval for the creation of the additional paid in capital
  2. Certification, under oath, by the corporate secretary, on the board resolution approving the  creation of the additional paid-in capital
  3. Audited financial statements as of the last fiscal year, stamped received by the  SEC and the BIR

Note: For additional requirements:  Refer to the additional requirements for Increase of the Authorized Capital Stock depending on the kind of payment on subscription

xii. Cash Dividend Declaration

  1. Certification, under oath, by the corporate secretary, on the board resolution declaring the cash dividends
  2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  3. Audited financial statements used as the basis for such declaration stamped received by the SEC and the BIR  (to be submitted also if the basis is other than item 2 )

xiii. Stock Dividend Declaration

  1. Certification, under oath, by the corporate secretary, on the declaration of stock dividends  by majority of the directors and  the stockholders representing at least 2/3 of the outstanding capital stock
  2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  3. Audited financial statements used as the basis for such declaration, stamped received by the SEC and the BIR ( to be submitted also if the basis is other than item 2 )
  4. List of stockholders as of the date of meeting approving the declaration,  with the respective subscribed capital stock of each stockholder and with the allocation of the stock dividend, certified by the corporate secretary
  5. Analysis of Capital Structure, signed by the treasurer, under oath

xiv. Property Dividend Declaration

  1. Certification, under oath, by the corporate secretary, on the board resolution declaring the property dividends
  2. List of stockholders and the allocation of the property dividend, certified by the corporate secretary
  3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  4. Detailed schedule of the property account appearing in the audited financial statements
  5. Certification by the president that the property is no longer needed in the operation of the company

xv.  Certification of Paid-Up Capital/Capital Structure

  1. Request for certification
  2. Audited financial statements  as of the last fiscal year, stamped received by the SEC and the BIR
  3. List of stockholders, showing the names and the subscribed and paid-up capital of each stockholder, certified by the corporate secretary

Note:  For additional requirements in case the payment to subscription came in after the   balance sheet date:  Refer to the additional requirements for Increase of Authorized Capital Stock depending on the kind of payment on subscription

xvi. Certification of Percentage of Ownership

  1. Request for certification
  2. List of stockholders, showing the names, nationalities, amount subscribed and paid-up capital of each stockholder, certified by corporate secretary
  3. Audited financial statements as of the last fiscal year,  stamped received by the SEC and the BIR
  4. Stock and transfer book of the corporation (to be presented for verification)

xvii. Creation of Bonded Indebtedness

  1. Certificate of creation of bonded indebtedness
  2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  3. If item 2 is more than six (6) months old:  Unaudited financial statements for the current year period, certified by the company accountant
  4. List of the company’s properties, with the book, appraised or bondable values of the properties which will be used to secure the projected bond issues, certified  by the company accountant or comptroller
  5. Projected financial statements, showing the utilization of the proceeds of the bonds and the redemption of the bond issues, signed by the company accountant or comptroller
  6. Trust indenture, signed by the corporation and the trustee
  7. Sample form of the mortgaged bond certificate to be issued

xviii. Confirmation of Valuation

  1. SEC Form 10-1/letter request confirming the valuation
  2. Certification, under oath, by the corporate secretary, on the board resolution approving the  additional issuance of shares of stock
  3. Audited financial statements as of the last fiscal year,  stamped  received by the SEC and  the  BIR
  4. List of stockholders, with the nationalities, amount subscribed and paid up, and the subscribers to the new shares, signed by the corporate secretary, under oath

Note: For additional requirements:  Refer to the additional requirements for Increase of  Authorized Capital Stock depending on kind of payment

xix. Voting Trust Agreement Agreement

  1. Voting Trust Agreement
  2. Certification on the number of shares of trustees, signed  by the corporate secretary
  1. For Partnerships

i. Amended Articles of Partnership (To Change Partnership Name)

  1. Name Verification Slip
  2. Amended Articles of Partnership
  3. Affidavit of a partner undertaking to change partnership name
  4. Endorsement/clearance from other government agencies, if applicable

ii. Amended Articles of Partnership (To Change Partners)

  1. Amended Articles of Partnership
  2. Deed of Assignment of partnership interest/letter of withdrawal of partner/ or affidavit of death of partner

iii. For Other Amendments

  1. Amended Articles of Partnership

iv. Dissolution of Partnership

  1. Articles of Dissolution
  2. BIR Tax Clearance
  1. For Foreign Corporations

i. Deposit or Substitution of Deposited Securities of Branch Office 

  1. Cover letter requesting acceptance of the securities deposit
  2. Photocopy of the confirmation of sale or original copy of the government bonds
  3. Letter request for earmarking of treasury bills for SEC deposit, stamped received by the Bureau of Treasury
  4. Audited financial statements as of the last fiscal year, stamped received by  the SEC and the BIR

ii. Amendment of License of Foreign Corporations

Basic Requirements

  1. Petition for amendment of license
  2. Board resolution approving the amendments

Additional requirements

a. Amendment of corporate/partnership name

a.1. Name Verification Slip

a.2. Affidavit of a director/partner undertaking to change         company name

   b. Change/appointment of resident agent

b.1 Board resolution or letter of appointment

b.2 Acceptance by the resident agent

 

iii. Withdrawal of License of Foreign Corporations

  1. Petition  for  withdrawal of license
  2. Authenticated copy of the board resolution approving the withdrawal
  3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  4. List of creditors, if any, and consent of each creditor, or certification as to non-existence of creditors
  5. Original license issued by the SEC
  6. Publisher’s affidavit evidencing the publication of the notice of withdrawal ( once a week for  three [3] consecutive weeks )
  7. BIR Tax Clearance

iv. Amendment of License of Area or Regional Headquarters and Regional Operating Headquarters

Basic Requirements

  1. Petition for amendment of license
  2. Board Resolution approving the amendments

Additional Requirements

    a.   Amendment of corporate/partnership name

a.1 Name Verification Slip

a.2 Affidavit of a director/partner undertaking to change company name

    b.   Conversion of Area Headquarters to Regional Operating Headquarters

b.1 Bank Certificate or Proof that the headquarters has US$200,000 or more

v. Withdrawal of License of Area or Regional headquarters or Regional Operating Headquarters

Basic Requirements

  1. Petition for withdrawal of license
  2. Authenticated copy of the board resolution approving the withdrawal
  3. Original license issued by the SEC
  4. Endorsement by the Board of Investments

Additional Requirements

a.   Audited financial statements as of the last fiscal year, stamped received       by the SEC and the BIR

b.   List of creditors, if any, and consent of each creditor, or certification as to       the the non-existence of creditors

c.   Publisher’s affidavit evidencing the publication of the notice of withdrawal       once a week for three (3) consecutive weeks

d.   BIR Tax Clearance

Minimum Paid-Up Capital Requirement

Businesses Requiring Endorsements From Other Government Agencies

Reportorial and Monitoring Requirements for Domestic Corporations – (PDF)

Reportorial and Monitoring Requirements for Foreign Corporations(PDF)

Green Lane Registration – (PDF)

Download Registration Requirements (PDF)

 

Philippines – Selecting the Appropriate Business Enterprise

 

Choosing the appropriate type of company is the first step to starting and opening a business in the Philippines.  There are several types of business enterprises a foreign investor can choose from in establishing operations in the Philippines.  K&C will assist in selecting the correct type of business enterprise for your company in the Philippines, while taking factors into consideration such as taxes, income, startup cost, ownership and jurisdiction.

 Organized under Philippine Law  Organized under Foreign Laws
  Sole Proprietorship   Branch Office
  Partnership   Representative Office
  Domestic Subsidiary/Corporation   Regional Headquarters (RHQs)
  (Stock and Non-stock)   Regional Operation Headquarters (ROHQs) 

Organized under Philippine Laws

Sole Proprietorship

Sole Proprietorship is a business structure owned by an individual who has full control/authority of its own and owns all the assets, personally owes and answers all liabilities or suffers all losses but enjoys all the profits to the exclusion of others. A Sole Proprietorship must apply for a Business Name and be registered with the Department of Trade and Industry- National Capital Region(DTI-NCR). In the provinces, application may be filed with the extension offices of the DTI.

Partnership

Under the Civil Code of the Philippines, a partnership is treated as juridical person, having a separate legal personality from that of its members. Partnerships may either be general partnerships, where the partners have unlimited liability for the debts and obligation of the partnership, or limited partnerships, where one or more general partners have unlimited liability and the limited partners have liability only up to the amount of their capital contributions. It consists of two (2) or more partners. A partnership with more than three thousand pesos (P3,000.00) capital must register with Securities and Exchange Commission(SEC).

Corporation

Corporations in the Philippines are juridical persons established under the Corporation Code and regulated by the Securities and Exchange Commission with a personality separate and distinct from that of its stockholders. The liability of the shareholders of a corporation is limited to the amount of their share capital. It consists of at least five (5) to fifteen (15) incorporators each of whom must hold at least one share and must be registered with the Securities and Exchange Commission (SEC). Minimum paid up capital: five thousand pesos (P5,000.00).

A corporation can either be stock or non-stock company regardless of nationality. Such company, if 60% Filipino-40% foreign-owned, is considered a Filipino corporation; If more than 40% foreign-owned, it is considered a domestic foreign- owned corporation.

  • Stock Corporation
    • This is a corporation with capital stock divided into shares and authorized to distribute to the holders of such shares, dividends or allotments of the surplus profits on the basis of the shares held.
  •  Non-stock Corporation
    • It is a corporation organized principally for public purposes such as charitable, educational, cultural or similar  purposes and does not issue shares of stock to its members.

Organized under Foreign Laws

Branch Office

A Branch office is a foreign corporation organized and existing under foreign laws that carries out business activities of the head office and derives income from the host country. A Branch Office in the Philippines is required to put up a minimum paid up capital of US$200,000.00, which can be reduced to US$100,000.00 if (a) activity involves advanced technology, or (b) company employs at least 50 direct employees. Registration with the SEC is mandatory. 

Branch Office – Export Enterprise

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Under the Foreign Investments Act there is an exception to the $100,00 and $200,000 requirement for businesses that are classified as export enterprises-those who have 60% export sales whether these are sales of goods or services. Foreign owned Branches in the Philippines that will essentially be an outsourcing operation may qualify under the exception. The company would need to prove the export sales meet the ratio by reporting this to the SEC. Export sales in the case of services means that the company’s clients are non residents and the services are paid for in foreign currency.   

 

Representative Office

A Representative Office is foreign corporation organized and existing under foreign laws. It does not derive income from the host country and is fully subsidized by its head office. The Representative Office deals directly with clients of the parent company as it undertakes such activities as information dissemination, acts as a communication center and promote company products, as well as quality control of products for export. A Representative Office in the Philippines is required to have an initial minimum inward remittance in the amount of US$30,000.00 to cover its operating expenses and must be registered with SEC.

Under RA 8756, any multinational company may establish an RHQ or ROHQ as long as they are existing under laws other than the Philippines, with branches, affiliates and subsidiaries in the Asia Pacific Region and other foreign markets.

Regional Headquarters(RHQs)

  • An RHQ undertakes activities that shall be limited to acting as supervisory, communication and coordinating center for its subsidiaries, affiliates and branches in the Asia-Pacific region.
  • It acts as an administrative branch of a multinational company engaged in international trade.
  • It does not derive income from sources within the Philippines and does not participate in any manner in the management of any subsidiary or branch office it might have in the Philippines.
  • Required capital: US$50,000.00 annually to cover operating expenses.

Regional Operating Headquarters (ROHQs)

An ROHQ performs the following qualifying services to its affiliates, subsidiaries, and branches in the Philippines.

  • General administration and planning
  • Business planning and coordination
  • Sourcing/procurement of raw materials components
  • Corporate finance advisory services
  • Marketing Control and sales promotion
  • Training and personnel management
  • Logistic services
  • Research and development services and product development
  • Technical support and communications
  • Business development
  • Derives income in the Philippines
  • Required capital: US$200,000.00 one time remittance.

Datuk Sir Ross Bridgman

 

Presenting the Knightly Arms of The Honorable Datuk Sir Ross Bridgman, KRSS (Datuk/ Knight of the Royal Order of Sulu & Sabah), Brisbane, Queensland Australia.

Blazon of Arms: Blue shield a sun radiant in chief and a bridge with two arches (for Bridgman) both in color gold while on the canton of honor the Royal Arms of the Royal Order of Sulu & Sabah and on the motto scroll the words ROSS A. BRIDGMAN, KRSS, inscribed in black and surmounted by the helmet of a Knight. On the belt and buckle strap the motto of the Royal Order LOYAL AND VICTORIOUS inscribed in black. Congratulations to our Datuk Sir Ross. Best wishes

 

Perundingan antara Pemerintah dan MILF

KOTA ZAMBOANGA: Front Pembebasan Islam Moro (MILF) Senin mengatakan pihaknya tidak akan menandatangani perjanjian damai dengan pemerintahan Aquino kecuali permintaan untuk sebuah sub-state di Mindanao diberikan.
Perdamaian negosiasi antara Manila dan MILF di Malaysia berakhir 24 Agustus tanpa ada kesepakatan yang akan mengakhiri dasawarsa pertempuran berdarah di Mindanao. MILF, yang berjuang untuk pemerintahan sendiri, mengatakan akan mengejar apa yang disebut sebagai sub state di kawasan yang  kaya mineral namun bergolak di Filipina selatan.

“MILF tidak akan menandatangani perjanjian yang tidak akan memecahkan masalah karena meskipun kami menandatangani kesepakatan yang bermanfaat bagi kami sendiri, tetapi tidak diterima orang-orang kita, maka perjuangan itu akan berlangsung. Kami bukanlah apa-apa jika orang-orang Moro tidak akan mendukung kita, “kata pemimpin MILF Murad Ibrahim. “Dalam konsultasi kami yang berkelanjutan , sebuah sub state bagi masyarakat Bangsamoro sebagai penyelesaian politik perjuangan Bangsamoro untuk mendapatkan kembali jati diri-pemerintahan dan hak untuk menentukan nasib sendiri merupakan hal yang diterima orang-orang kami sebagai alternatif untuk kemerdekaan,” tambahnya.

Ebrahim mengatakan negosiator nya tidak akan bertemu dengan mitra pemerintah mereka minggu depan seperti yang direncanakan karena posisi kedua belah pihak terlalu jauh.

“Dengan situasi ini kami merasa bahwa tidak ada gunanya diskusi antara dua panel,” kata Murad kepada wartawan di Camp Darapanan, markas MILF di pinggiran kota Cotabato.

Murad mengatakan MILF justru akan meminta fasilitator Malaysia untuk bertemu secara terpisah dengan kedua belah pihak dan berupaya untuk menyampaikan kepada  pemerintah yang harus mengubah rencana perdamaian tersebut, yang digambarkan sebagai “sia-sia”.
Negosiator perdamaian pemerintah yang dipimpin oleh Marvic Leonen menawarkan otonomi diperluas di Mindanao yang MILF dengan tegas menolak.
Presiden Benigno Aquino III sebelumnya mengatakan permintaan MILF bagi sebuah sub- state tidak dapat diberikan karena Konstitusi hanya memungkinkan otonomi.

MILF mengatakan tawaran pemerintah berada di bawah harapan mereka dan tidak berbeda dari usulan pemerintah sebelumnya.

 
Murad mengatakan usulan pemerintah itu tidak komprehensif, hanya sebuah kerangka kerja untuk integrasi Muslim ke dalam Daerah Otonom yang ada di Mindanao Muslim yang terdiri dari provinsi Sulu, Tawi-Tawi, Basilan, Maguindanao dan Lanao, (ARMM).

“Integrasi adalah berlawanan dengan aspirasi rakyat Bangsamoro untuk menentukan nasib sendiri atau self-governance. Integrasi dengan berbagai perbaikan disana sini secara besar besaran tidak akan memecahkan masalah. Jika perjanjian (damai) tidak mencerminkan aspirasi riil masyarakat Bangsamoro, maka itu adalah sia-sia, “kata Ibrahim.
Mohagher Iqbal, Pimpinan juru runding Perdamaian MILF, mengatakan usulan pemerintah tidak akan memecahkan masalah di Mindanao.

“Draf pemerintah tidak memecahkan pertanyaan Moro dan konflik bersenjata di Mindanao, bahkan ini akan menjadi pemicu untuk memperpanjang itu,” kata Iqbal. “Draft perdamaian pemerintah panel jauh di bawah harapan MILF. Panel perdamaian MILF berpikir bahwa pemerintahan Aquino memiliki formula lebih baik daripada pemerintahan sebelumnya dalam menangani pertanyaan Moro dan konflik bersenjata di Mindanao. ”

“Dominasi yang tak terkendali dari pemerintah Filipina atas Moro melalui pembentukan dsn ain sebagainya sangat bertentangan dengan maksna yang telah disepakati dan ditandatangani, termasuk Perjanjian perdamaian Tripoli yang amat  bersejarah pada tahun 2001,” kata Iqbal, menambahkan usulan pemerintah tidak punya “titik pertemuan” dengan draft perdamaian MILF.
Leonen mengatakan usulan pemerintah yang disebut “3 untuk 1” pendekatan yang berbeda dari konsep komprehensif MILF. Dia mengatakan “3 untuk 1” adalah singkatan tiga komponen untuk satu solusi tunggal untuk masalah Bangsamoro.
Dia mengatakan “3 untuk 1” usulan adalah hasil konsultasi luas perdamaian pemerintah panel dengan berbagai stakeholder dalam proses perdamaian.
“Ini berusaha tidak hanya untuk memberikan perdamaian yang adil dan abadi di Philipina  selatan, tapi lebih untuk memperbaiki dan mengangkat kehidupan orang-orang yang telah lama menderita akibat kebrutalan selama beberapa dekade konflik bersenjata di kawasan ini. Ini adalah usulan, berprinsip realistis dan praktis, “kata Leonen pada upacara penutupan pembicaraan damai di Kuala Lumpur.
“Dia menjelaskan bahwa usulan ini  termasuk pengembangan ekonomi besar-besaran, penyelesaian politik dengan MILF, dan pengakuan budaya-sejarah .