Philippines · Local team in Manila
Register a representative office in the Philippines
A representative office lets a foreign company put people on the ground in the Philippines for liaison, promotion, and support, without earning income here. It is the lightest way in, and this page covers what it can and cannot do, the funding, the documents, and how it compares with a branch.
Overview
How a representative office works in the Philippines
A representative office is a foreign company’s liaison presence in the Philippines, licensed by the Securities and Exchange Commission. It is an extension of the parent, not a separate company, so the parent is fully responsible for it, and it is owned and controlled entirely by the head office abroad.
The defining feature is that it earns nothing. It exists to support the parent, deal with its local customers, and promote its products, while the head office does the actual business and the selling. That single limit shapes everything else: the low funding, the lack of income tax, and the simpler setup compared with a branch.
Activities
What a representative office can and cannot do
A representative office exists to support the parent, not to trade. That line between support and selling is the whole point of the structure, so it helps to see it as two lists.
Allowed activities
- Deal with the parent’s existing customers in the Philippines
- Promote the parent’s products and services
- Run market research and gather market information
- Carry out quality control on goods the parent sources here
- Act as a back office for support, training, and administration
Limitations
- Earn income or generate revenue of any kind
- Sell to or invoice local customers
- Sign contracts on the parent’s behalf, which the head office signs directly
- Keep operating as a representative office once it derives income
Not sure a representative office covers what you need? If there is any local revenue in the plan, it will not, and a branch fits better. Tell our Manila team your plans and we will confirm the right structure.
Compared
Representative office or branch
The lightest presence against the two that can trade, side by side.
| Representative office | Branch office | Subsidiary (domestic corporation) | |
|---|---|---|---|
| Can earn income | No | Yes | Yes |
| Activities | Liaison and promotion only | Parent’s line of business | Any open activity |
| Separate legal entity | No | No | Yes |
| Liability | Parent is liable | Parent is liable | Limited to the subsidiary |
| Minimum funding | USD 30,000 | USD 200,000 * | USD 200,000 * |
| SEC securities deposit | None | PHP 500,000 | None |
| Income tax | Exempt | 25% | 25% |
| SEC issues | License to do business | License to do business | Certificate of Incorporation |
* USD 200,000 for a business serving the local market, lower or exempt in some cases. A representative office has no such threshold because it earns nothing.
Capital
Capital and funding
A representative office is set up with an inward remittance of USD 30,000, brought into the Philippines through a local bank and evidenced by a certificate. Because the office has no income of its own, the parent keeps funding its running costs from then on, with USD 30,000 a year the figure the SEC works to.
No USD 200,000, and no securities deposit. Because a representative office earns nothing, it skips the USD 200,000 a branch needs and the PHP 500,000 securities deposit the SEC requires of branches. The trade-off is that it cannot make money, so the parent funds it for as long as it operates.
Documents
Documents required to register a representative office
A representative office needs a resident agent, a person resident in the Philippines or a domestic corporation, to receive legal notices for the parent, and a registered office address, which can begin as a virtual office. Beyond that, registration runs on documents about the parent company and the forms filed with the SEC.
From the parent company, authenticated
- A board resolution authorizing the representative office and naming the resident agent
- The parent’s Articles of Incorporation and bylaws
- The parent’s latest audited financial statements, no more than a year old
- An affidavit that the parent is in sound financial condition
Filed with the SEC
- The application to establish a representative office (SEC Form F-104)
- An approved name verification slip
- The resident agent’s written acceptance of the appointment
- A certificate of inward remittance for the USD 30,000
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.
Tax
How a representative office is taxed
Because it earns no income, a representative office pays no corporate income tax and no VAT. It is not outside the tax system, though. It still registers with the Bureau of Internal Revenue and gets a company TIN, and as an employer it withholds tax on staff salaries and on certain payments it makes.
In practice that means the office files with the BIR as a withholding agent and runs payroll like any employer, while never filing an income tax return on profits, because it has none. The compliance is lighter than a trading entity, not absent.
Process
How to register a representative office in the Philippines
From name verification to a licensed office that can hire and operate.
| Stage | What it involves | Typical timing |
|---|---|---|
| Name verification | Reserve the office name with the SEC | A few days |
| Authenticate parent documents | Apostille or consularize the board resolution, articles, and audited financials abroad | Varies by country |
| File with the SEC | Submit Form F-104 and the supporting documents, and pay the fees | 2–4 weeks |
| License to do business | The SEC issues the license to operate as a representative office | With the above |
| Inward remittance | Remit the USD 30,000 and obtain the certificate of inward remittance | Around the license |
| BIR registration | Register as a withholding agent and get the TIN and certificate of registration | 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 we help
Set up your representative office with Emerhub
One team for the license, the registrations, and the people on the ground.
The right structure
We confirm a representative office can do what you need, and steer you to a branch or subsidiary if you will earn income here.
Authentication and SEC filing
We tell you what to apostille abroad, prepare Form F-104 and the supporting documents, and file for your license to do business.
Resident agent and address
Our Manila team can serve as your resident agent and give you a registered office address in the Philippines.
BIR, permits, and payroll
BIR registration as a withholding agent, the local permits, and the SSS, PhilHealth, and Pag-IBIG sign-ups for your staff.
Common questions
Representative office questions
What foreign companies ask most.
Can a representative office earn income?
No. A representative office is a liaison presence only. It can promote, support, and coordinate for the parent, but it cannot sell, invoice, or sign contracts with local customers. If you need to earn income in the Philippines, a branch or a subsidiary is the route.
What can a representative office actually do?
It can deal with the parent’s existing customers, promote its products and services, run market research, handle quality control on goods the parent sources here, and act as a back office for support, training, and administration. The contracts and sales themselves are handled by the head office abroad.
How much capital does a representative office need?
An inward remittance of USD 30,000, with the parent funding its running costs after that. There is no USD 200,000 requirement and no SEC securities deposit, because the office earns nothing. The trade-off is that the parent subsidizes it for as long as it operates.
Does a representative office pay tax?
It pays no corporate income tax and no VAT, because it has no income. It still registers with the BIR and acts as a withholding agent, withholding tax on staff salaries and on certain payments. So it has payroll and withholding obligations, just no income tax return on profits.
Representative office or branch, which should I choose?
It comes down to whether you need to earn income in the Philippines. A representative office is cheaper and simpler but cannot trade. A branch can earn income in the parent’s line of business, but needs USD 200,000, posts a securities deposit, and pays tax on profits remitted home.
Does a representative office post the SEC securities deposit?
No. The securities deposit applies to branch offices, which earn income and have local creditors to protect. A representative office does not earn income, so it is not required to post 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, and the appointment is a condition of the license. A representative office needs only a resident agent, not a full board.
How long does it take to register a representative office?
Usually four to eight weeks once the parent’s documents are authenticated, through to a licensed office with its BIR registration and local permits. Authenticating the documents abroad is the part that most affects the timeline.
On the ground in the Philippines
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.
Phone+63 928 516 2791
OfficeUnit 710, High Street South Corporate Plaza Tower
2 26th St, Taguig
1634 Metro Manila, Philippines
2 26th St, Taguig
1634 Metro Manila, Philippines