Set Up a Regional Operating Headquarters in the Philippines

What services can a Regional Operating Headquarters generate income from in the Philippines

There are numerous things you should know for any foreign entity looking to set up a Regional Operating Headquarters (ROHQ) in the Philippines. 

Table of Contents

  1. What is ROHQ?
  2. How can ROHQ derive income?
  3. What are the incentives offered for ROHQs?
  4. ROHQ registration requirements


What Is a Regional Operating Headquarters in the Philippines?

A Regional Operating Headquarters (ROHQ) is a base set up by a foreign company that can earn an income in the Philippines by performing numerous services in the Philippines and the further Asia-Pacific Region.

However, only foreign corporations with branches, subsidiaries, clients, or affiliates in the region can set up a Regional Operating Headquarters. An ROHQ must also follow the laws of the country in which the company was established. For example, if the company was organized in the United States, the ROHQ should adhere to the laws of the US in regards to formation, existence, and dissolution. As such, it does not follow the laws of the Philippines and is considered an extension of the parent company, which will also be liable for the ROHQ.

Additionally, the parent company must deposit an inward remittance of $200,000 for annual support for operating expenses and capitalization. 

How Can a Regional Operating Headquarters Derive Income?

An ROHQ can derive income from several services in the Philippines. These include:

  • General administration
  • Business planning
  • Sourcing and procuring components and raw materials
  • Marketing and sales promotion
  • Training services 
  • Financial advisory services for corporate business
  • Personnel management
  • Logistics
  • Research and product development services
  • Technical support

However, an ROHQ can not offer these services to entities other than its own affiliates and subsidiaries. It is also prohibited from soliciting and marketing products and services on behalf of its parent company and other connected entities.

Related Guide: How to set up a Representative Office in the Philippines? »

What Are the Incentives for ROHQS in the Philippines?

There are several fiscal and non-fiscal incentives for ROHQs in the Philippines. These include:

Fiscal Incentives

  • Local tax, fees, and charges exemption (this does not include real property tax on equipment and land improvement)
  • Materials for conferences and training can be imported tax and duty-free
  • Brand new motor vehicles can be imported (subject to payment of the relevant taxes and duties)

Non-Fiscal Incentives

  • Multiple Entry Visa for expatriates, their spouses, and any unmarried children under 21.
  • Expatriates are free for paying via reefs (except administrative costs)
  • Expatriates are exempt from securing the Alien Certificate of Registration
  • A non-immigrant visa is processed in three working days once requirements have been submitted to the Bureau of Immigration
  • Preferential tax rate of 15% on salaries and other forms of compensation available to expatriates.
  • Exempt from travel tax
  • Household goods and personal items can be imported tax and duty-free.

What Are the Registration Requirements for ROHQs in the Philippines?

Foreign businesses can only set up their ROHQ in the Philippines once they have secured a License to Do Business from the Securities and Exchange Commission (SEC). To obtain this license, the corporation needs to provide the following documentation:

  • Application Form
  • Name Verification Slip
  • Philippine Consulate/Embassy certification verifying that the company is engaged in international business and trade with branches and subsidiaries in the Asia-Pacific Region. This can also be provided by the Philippine Commercial Office and the Philippine Department of Trade and Industry (DTI) in the company’s home country.
  • Certification from the Principal Officer of the foreign company confirming that an ROHQ in the Philippines has been authorized by the governing body or the Board of Directors
  • Proof that company has paid inward remittance of US$200,000
  • Registration Data Sheet
  • If applicable, clearance or endorsement from any relevant government agencies.
  • Clearance or endorsement from the Board of Investments
  • Latest financial statements demonstrating the head office’s solvency

InCorp Can Help You Set Up Your ROHQ in the Philippines 

If you are considering setting up an ROHQ in the Asia-Pacific region, InCorp can help you with numerous corporate and business solutions.

We boast over five years of local market expertise in the Philippines and have a team of qualified chartered accountants, lawyers, corporate secretaries, and other professionals. We can help you source a workforce from the local labor pool and assist with any administrative procedures involved in setting up an ROHQ.

We have offices in Bonifacio Global City, Taguig City, Manila, and also run satellite offices in Cebu and Makati.

If you would like to know more, contact us today.

Incorporate a Company in the Philippines

The Philippines is set to enjoy 6.5% GDP growth in 2021, so now is the time to start putting concrete plans in place to expand your company and start doing business in the Philippines.

The Philippines saw the trend for growth in 2019, when it passed into law the Revised Corporation Code, which seeks to make company incorporation easier and with fewer restrictions. The plan, of course, is to be on equal standing with economic powerhouse neighbours Singapore and Hong Kong — so this may be the perfect time to expand your business into the Philippines while it’s on the onset of a major business climate reform.

While the Philippine Government has made large strides in opening its economy to foreign investors, there are still some factors to consider. With that in mind, let’s take a look at how you can go about incorporating a company in the Philippines in 2021.

Please note that while there are many forms of business entities available in the Philippines (with their own requirements), this article will only focus on incorporating a domestic corporation, which is similar to a limited liability company.

  1. Requirements to Incorporate Company
  2. 5 Steps to Incorporate Company

What Are the Requirements for Incorporating a Company in the Philippines?

Executive Breakdown

  • Two to 15 directors or incorporators (majority need to reside in the Philippines)
  • A minimum of four officeholders:
    • President acting as the company’s signatory (does not have to be a resident of the Philippines)
    • Corporate Secretary in charge of the company’s administration (must be a resident of the Philippines)
    • Treasurer  in charge of the company’s finances (must be a resident of the Philippines)
    • Compliance Officer

Foreign Equity

A domestic corporation in the Philippines may have foreign equity, which is broken down into three brackets:

  • >40.01% Foreign Equity
  • <40% Foreign Equity
  • 0% Foreign Equity (100% Filipino-owned)

Capital Requirements

Capital requirements are dependent on the foreign equity bracket mentioned above:

  • 0% Foreign Equity → US$100 or approximately ₱5,000
  • <40% Foreign Equity → US$100 or approximately ₱5,000
  • >40.01% Foreign Equity → US$200,000 or approximately ₱4,800,000

Capital can be injected once the company has acquired a local bank account.

Capital requirements can be reduced by:

  • Employing a minimum of 50 Filipino citizens → minimum capital requirement of US$100,000 or approximately ₱2,400,000
  • Can prove use of advanced technology in the company’s operations → minimum capital requirement of US$100,000 or approximately ₱2,400,000
  • Exporting at least 70% of product → minimum capital requirement of US$100 or approximately ₱5,000

What Are the Steps for Incorporating a Company in the Philippines?

1. Register your Business with the SEC

The Philippine Securities and Exchange Commission (SEC) has quite a mature online system for reserving and registering your company name and details. Simply create an account in the SEC’s Company Registration System to check if your desired company name is available, and then reserve/register that name.

If preferred, you can also reserve and register your company name at SEC’s Name Verification Unit in their office in Mandaluyong.

During this process, you will also need to provide the following documents to SEC:

  • Your company’s Articles of Incorporation and By-laws
  • Joint Affidavit of two incorporators
  • Your company’s Treasurer’s Affidavit

If your application is approved, SEC will issue a Certificate of Registration to legitimize your company’s existence and allow you to start doing business in the Philippines.

2. Obtain Clearance from the Barangay

The Barangay is the district of your chosen region in charge of administration for the local government. Any business formed therein will need to have the local Barangay’s approval.

Your application for Barangay Clearance will require:

  • Your Certificate of Registration from SEC
  • Two valid forms of identification
  • Proof of Address of your company’s local office (can be Certificate of Land Title or Lease Contract)

3. Get Your Company’s Business Permit From the Local Mayor’s Office

For this step you will have to visit your municipality’s local office and request a business permit. Along with your business permit application, you will also need to provide:

  • Your Certificate of Registration from SEC
  • Two valid forms of identification
  • Proof of Address of your company’s local office (can be Certificate of Land Title or Lease Contract)
  • Your Barangay Clearance

4. Register Your Company With the Bureau of Internal Revenue

As part of your tax obligations in the Philippines, you’ll need to register your new company with the Bureau of Internal Revenue (BIR). To receive your company’s Taxpayer Identification Number (TIN), you’ll need to visit your company’s local Regional District Office (RDO) and do the following:

  • Accomplish BIR Form 1903 – Application for Registration (For Partnerships/Corporations)
  • In conjunction with your BIR Form 1903, submit your previously completed:
    • Certificate of Registration from SEC
    • Your company’s Barangay Clearance
    • Your company’s Business Permit from the Mayor’s Office
    • Proof of Address (Certificate of Land Title or Lease Contract)
    • Valid IDs, if required
  • If applicable, pay for your company’s Registration Form (BIR Form 0605) and Documentary Stamp Tax (BIR Form 2000)
  • Register your account books and up-to-date invoices
  • Finally, wait for your BIR Certificate of Registration (BIR Form 2303) to be issued

5. Register as an Employer

Finally, you need to register as an employer with the following government agencies:

  • S Security System (SSS) (for social security)
  • Philippine Health Insurance Corporation (PhilHealth) (for health benefits)
  • Home Development Mutual Fund (HDMF or Pag-IBIG Fund) (for housing loan benefits)

Conclusion — Where to Next for Incorporating Your Business in the Philippines

The Philippine Government has made legitimate leaps and bounds in terms of simplifying the company incorporation process, with the express intention of making it easier for foreigners to do business in the Philippines.

However, while reasonably simple, it does take a large investment of your time that could be used better elsewhere, namely the running of your existing business.

If you’d like to make the incorporation process completely seamless, we advise you to use a registered and reputable incorporation service provider in the Philippines.

We’ve made an effort to give you as much free information as possible in this article, but if you have any questions about incorporating your company in the Philippines, ask us below.

We’ve been doing this for a long time all around Southeast Asia, so we’re sure to be able to save you time, money, and headaches.

If you’d like a personal consultation to advise on your move to the Philippines, please do contact us, it’s both our job and pleasure to help.

 BGC and Co. CPAs can help your organization in choosing the best structure for your business endeavours.

BGC and Co. CPAs is a mid-sized progressive auditing firm providing comprehensive set of cost effective solutions to organizations like yours.

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We are equipped with state of art tools and techniques along with dedicated professional to evaluate potential opportunities and risks effective auditing and assurance services. We understand a value adding auditing and assurance service focus on scope of business improvement rather than merely preparing financial statements and reporting on figures.

The firm was formed to assist clients on the preparation of compliances relating to tax, financial management, forecasting and accounting software and system installation. Assist clients in tax investigations, internal auditing procedures and provide on financial, taxation, accounting and auditing matters when needed. Processing of business registration, cancellation / termination.

Our Mission

Deliver reliable cost effective professional services in time meeting specific customer requirements.

Our Vision

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Our Team

Our teams of dedicated professionals led by senior qualified accountants are obliged to give you quality services which will enable you to serve your clients better and there by improve your business. We together with our associates enable to give you the best in the industry.


Auditing and Assurance

We are equipped with state of art tools and techniques along with dedicated professional to evaluate potential opportunities and risks delivering effective auditing & assurance services. We understand value adding auditing and assurance service focus on scope of business improvement rather than merely preparing financial statements and reporting on figures.

Our expertise in analyzing accounting systems, designing better systems with proper internal controls and management information reporting help our clients to adequately plan their business building strategy and give them the confidence to pace up with the rapidly growing economy.

Accounting and Bookkeeping

Accounting and bookkeeping is a necessity of every organization irrespective of its size. Our professionally qualified and experienced accountants understand and analyze business transactions and ensure compliance with the accounting standards. BGC has well trained staff familiar with many of the accounting system and most especially to the rapid changes in the BIR rules and regulations. Qualitative and timely accounting reports are crucial for the success of any business organization. BGC ensures relevant and reliable financial reports are delivered on regular intervals to assess performance and to facilitate decision making. Outsourcing of accounts department helps you to get professional expertise at lower cost and BGC provides the most efficient and effective bookkeeping solutions.

We assist you with below services:

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Business Set-up and Termination

We do assist in setting up different types of business organizations through registrations to different government agencies such as:

• Securities and Exchange Commission (SEC);
• Bureau of Internal Revenue (BIR);
• Local Government Unit (LGU);
• Department of Trade and Industry (DTI);
• Social Security System (SSS);
• Philippine Health Insurance (Philhealth);
• Pag ibig;
• Food and Drug Administration (FDA)

We also assist our foreigner clients for the following:

• VISA extension;
• Bureau of Internal Revenue (BIR);
• 9g VISA;
• Special Resident Retiree’s VISA (SRRV)
• Social Security System (SSS);
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