Section 123 of the Corporation Code allows foreign corporations to establish their presence in the Philippines provided that a license is secured from the Securities and Exchange Commission (SEC). A foreign corporation is defined as one which is formed, organized, or existing under the laws of a country other than those of the Philippines. One option that may be considered by a foreign corporation, which does not intend to operate and engage in profit-generating activities, is to establish a representative office (“RO”) in the Philippines.
FOREIGN CORPORATIONS operating through a license to do business in the Philippines are covered by the provisions of the Corporation Code. In this respect, similar to domestic corporations, they are regulated by the Securities and Exchange Commission (SEC). Among the obligations of a foreign corporation is the duty to notify the SEC of relevant changes on a timely basis, such as changes in principal office address, accounting period, current set of officers, among others.
THE PLACE of the principal office of a corporation is part of the vital information that must be specified in its Articles of Incorporation (AOI). Section 14 of the Corporation Code mandates that the AOI state the “place where the principal office of the corporation is to be established or located, which place must be within the Philippines.”