Register a branch office in the Philippines
A branch office lets your existing company operate in the Philippines directly, in the same line of business, without forming a separate local entity. A foreigner can own it fully, and this page covers the capital, the resident agent and securities deposit, the documents, and how it compares with a subsidiary.
How a branch office works in the Philippines
A branch office is your foreign company operating in the Philippines directly, under a license from the Securities and Exchange Commission. It is not a new, separate company. It is an extension of the parent, carrying on the same line of business and able to earn income here, subject to the activity being open to foreign ownership.
The thing to understand before anything else is liability. Because the branch and the parent are the same legal entity, the parent company stands behind everything the branch does in the Philippines. A subsidiary ring-fences that risk inside a local company; a branch does not. That single difference drives most of the choice between the two, which is where this starts.
Branch or subsidiary
The two routes a foreign company weighs, with a representative office for context.
| Branch office | Subsidiary (domestic corporation) | Representative office | |
|---|---|---|---|
| Separate legal entity | No, extension of the parent | Yes | No, extension of the parent |
| Liability | Parent is fully liable | Limited to the subsidiary | Parent is fully liable |
| Can earn income | Yes | Yes | No |
| Activities | Parent’s line of business | Any open activity | Liaison and promotion only |
| Foreign ownership | Up to 100% | Up to 100% | Up to 100% |
| Minimum capital | USD 200,000 * | USD 200,000 * | USD 30,000 / year |
| Profits to parent | After a 15% remittance tax | As dividends | Not applicable |
| SEC issues | License to do business | Certificate of Incorporation | License to do business |
* USD 200,000 for a business serving the local market. It can fall to USD 100,000, or not apply at all, in the cases set out under Foreign ownership and capital.
Foreign ownership and capital
A branch can be 100 percent foreign-owned, because it is the foreign company itself. The limit is the activity: a branch can only do what the parent does, and that activity has to be open to foreign ownership under the Foreign Investment Negative List. Because the branch is the foreign company operating here, the SEC also looks for reciprocity, meaning the parent’s home country must allow Philippine companies to do business there in turn.
A branch serving the local market remits USD 200,000 into the Philippines as its assigned capital. This is the figure people most often get wrong, so here is exactly when it changes.
Whether you owe the full USD 200,000 depends on what the branch will do and whether it exports. Tell our Manila team your plans and we will confirm the figure before you remit anything.
What a branch office must have
Beyond the capital, three things are conditions of holding the license. The first is a resident agent: a person resident in the Philippines, or a domestic corporation, who receives legal summons and official notices for the parent. The SEC will not issue the license without one, and letting it lapse can have the license revoked. The second is a registered office address in the Philippines, which can start as a virtual office.
The third catches most newcomers out, because it is not a one-off filing fee but a standing deposit.
The resident agent and the securities deposit are where branches most often stall. Our team can act as your resident agent and manage the deposit, so the license stays in good standing.
Documents required to register a branch office
The paperwork splits in two: documents about the parent company, which are authenticated abroad, and the forms filed with the SEC here.
From the parent company, authenticated
- A board resolution authorizing the branch, naming the resident agent, and assigning the capital
- The parent’s Articles of Incorporation and bylaws
- The parent’s latest audited financial statements, no more than a year old
Filed with the SEC
- The application for a license to do business (SEC Form F-103)
- An approved name verification slip
- The resident agent’s written acceptance of the appointment
- Proof of inward remittance of the assigned capital, by bank certificate
- An affidavit of undertaking to comply with SEC reporting
Documents executed abroad are apostilled, or consularized for countries outside the Apostille Convention, and anything not in English needs a certified translation.
Authenticating the parent’s documents abroad is usually the slowest part. Send us your details and we will tell you exactly what to apostille, and in what order, so nothing gets filed twice.
How to register a branch office in the Philippines
From name verification to a licensed branch that can invoice and hire.
| Stage | What it involves | Typical timing |
|---|---|---|
| Name verification | Reserve the branch name with the SEC | A few days |
| Authenticate parent documents | Apostille or consularize the board resolution, articles, bylaws, and audited financials abroad | Varies by country |
| File with the SEC | Submit Form F-103 and the supporting documents, and pay the fees | 2–4 weeks |
| License to do business | The SEC issues the license and the branch can operate | With the above |
| Capital and securities deposit | Remit the assigned capital and post the PHP 500,000 securities deposit within 60 days | Within 60 days |
| BIR registration | Register for tax, get the TIN and certificate of registration, and have invoices authorised | 1–2 weeks |
| Local business permits | Barangay clearance and the mayor’s business permit | 1–2 weeks |
| Employer registration | Register with the SSS, PhilHealth, and Pag-IBIG once you hire | About 1 week |
How a branch office is taxed
A branch is a resident foreign corporation, so it pays the regular 25 percent corporate income tax on its Philippine-sourced net income, the same rate a local company pays. The difference comes when profits go home.
When a branch remits profits to the head office, a 15 percent branch profit remittance tax applies to the amount sent, which a tax treaty between the Philippines and the parent’s country can reduce. A subsidiary pays the same income tax but pays out dividends rather than remitting branch profits, so that 15 percent is one of the real numbers to weigh when you choose between a branch and a subsidiary.
Set up your branch office with Emerhub
One team for the structure, the license, and everything after.
Branch or subsidiary, and capital
We weigh the two against your liability and profit plans, check the activity against the Negative List, and confirm the capital you actually need.
Authentication and SEC filing
We tell you what to apostille abroad, prepare Form F-103 and the supporting documents, and file for your license to do business.
Resident agent and deposit
Our Manila team can serve as your resident agent, give you a registered office address, and manage the PHP 500,000 securities deposit.
Tax, permits, and compliance
BIR registration, local permits, and the SSS, PhilHealth, and Pag-IBIG sign-ups, plus the SEC filings and deposit top-ups afterward.
Branch office questions
What foreign companies ask most.
Is a branch office a separate legal entity?
No. A branch is the foreign parent operating in the Philippines under an SEC license, not a new company. Because they are the same legal entity, the parent is fully liable for what the branch does here. A subsidiary, by contrast, is a separate Philippine company that ring-fences that liability.
How much capital does a branch office need?
USD 200,000 in assigned capital for a branch serving the local market. It drops to USD 100,000 if the branch uses advanced technology or employs at least 15 Filipinos, and there is no minimum for a branch that exports at least 60 percent of its output, which can register with as little as PHP 5,000.
What is the SEC securities deposit?
A deposit of securities worth at least PHP 500,000, posted with the SEC within 60 days of the license, that protects the branch’s local creditors. It grows over time: each year Philippine gross income exceeds PHP 10 million, the branch posts an extra 2 percent of the increase. It is separate from the assigned capital.
What taxes does a branch office pay?
A branch pays the regular 25 percent corporate income tax on its Philippine-sourced net income, plus a 15 percent branch profit remittance tax on profits it sends to the head office. A tax treaty between the Philippines and the parent’s country can reduce that 15 percent.
Branch or subsidiary, which should I choose?
A subsidiary protects the parent from local liability and can pursue its own activities, which is why most investors choose it. A branch suits a company that wants to operate under its own name and track record, in its existing line of business. The remittance tax and the liability question usually decide it.
Who can be the resident agent?
An individual who resides in the Philippines, or a domestic corporation. The resident agent receives legal summons and official notices on the parent’s behalf. The appointment is a condition of the license, and a branch that stops maintaining one risks having its license revoked.
Can a branch do business the parent does not?
No. A branch is limited to the parent’s line of business, and that activity has to be open to foreign ownership under the Negative List. If you want to run a different or restricted activity, a subsidiary is the route, since it is a Philippine company in its own right.
How long does it take to register a branch office?
Usually four to eight weeks once the parent’s documents are authenticated, through to a licensed branch with its tax registration and local permits. Authenticating the documents abroad and the inward remittance are the parts that most affect the timeline.
Talk to our Philippines team
Our Manila team checks your activity against the Foreign Investment Negative List, recommends the structure that fits, and registers it with the SEC, the BIR, and your local government. Tell us what you plan to do in the Philippines and we will set it up.
2 26th St, Taguig
1634 Metro Manila, Philippines