Setting up a corporation

[JohnM]

For the past few years I've been working with a few local colleagues for a company based abroad. We're now planning to expand and the big boss wants us to set up our own local branch. Since we're all in IT we don't have any idea where to begin. I have some ideas based on my wife's experience with corporate accounts but I don't think that's enough. Are there any consultants that can help with this?

[babkalakal]

For the past few years I've been working with a few local colleagues for a company based abroad. We're now planning to expand and the big boss wants us to set up our own local branch. Since we're all in IT we don't have any idea where to begin. I have some ideas based on my wife's experience with corporate accounts but I don't think that's enough. Are there any consultants that can help with this?

a local accounting firm might help.

[ice15]

^and a good lawyer... (just an FYI, the law firm that helped my wife's office 5 years ago charged them $20K)
and yes, remind your foreign partner to be ready to spend

I think C. Escudero made a bill allowing a Corp to only have 2 board members... It used to be 5

different fields have different requirements...

I suggest you ask your local counterparts to check who handles their legal matters, you can use the same firm as they would know what to do

[_Cathy_]

^and a good lawyer... (just an FYI, the law firm that helped my wife's office 5 years ago charged them $20K)
and yes, remind your foreign partner to be ready to spend

I think C. Escudero made a bill allowing a Corp to only have 2 board members... It used to be 5

different fields have different requirements...

I suggest you ask your local counterparts to check who handles their legal matters.

+1 on the lawyer

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[babkalakal]

^and a good lawyer... (just an FYI, the law firm that helped my wife's office 5 years ago charged them $20K)
and yes, remind your foreign partner to be ready to spend

I think C. Escudero made a bill allowing a Corp to only have 2 board members... It used to be 5

different fields have different requirements...

I suggest you ask your local counterparts to check who handles their legal matters.

yes you are correct. the sec already allows a corp. to be set up with less than 5 people.

[JohnM]

Thanks guys. Our founder already talked to a local consultation firm and got a quote from them. We have a meeting tonight with another firm to compare offers. At least may idea na sila how much it costs.

Abot naman kami 5 locally so kaya kahit yung original corp requirement.

[viper888]

Im also getting a lawyer to set up a corporation for my design firm later this year. Single person corporations are now allowed but we will go for 3 as I will be giving my sister a share.

[ice15]

yes you are correct. the sec already allows a corp. to be set up with less than 5 people.

however... our lawyer (same guy who charged $20K) in a meeting yesterday said he's never tried obtaining approval for a Corp with only 2 board members.

again, depends on the size and nature of the corp.

[Walter]

yes you are correct. the sec already allows a corp. to be set up with less than 5 people.

Single person corporation is allowed already ...

[dcph172]

You can setup a corporation with just one person. But you cant set up a corporation with just 2-4. Its either 1 or 5 or more. The new law allows for single person corporation and NOT less than 5 person corporation (unless if you’re just 1 person).

Atleast thats how the consultant explained it to us when we tried to setup a three person corporation. So back to 5 person it is with the 2 executing deed of assignments and irrevocable proxy.


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[JohnM]

Based on our discussion we have an option between a full corp or a rep office.

Since we don't have local clients then we're counted as a cost center. But since a corp has to pay taxes then when we invoice the main office for our salaries there has to be a few percent on top of that to count as the corp's taxable income.

The rep office is simpler because we will only be using the existing board and just have a legal rep here for paperwork and such. The downsides to this were not discussed.

They will be sending proposals to our legal and management team. Since we're not that big yet they don't suggest hiring a full time HR and accountant. Their partner firms will handle that.

[ice15]

Based on our discussion we have an option between a full corp or a rep office.

my previous company decided to take the Rep Office course (they call it "Regional Head Quarters")

they had a local office and just wanted to expand it. however the PH partner didn't want to pay competitive salaries to the employees.
to make things easier, they just opened another office...

XXX PH and XXX Singapore RHQ

[babkalakal]

You can setup a corporation with just one person. But you cant set up a corporation with just 2-4. Its either 1 or 5 or more. The new law allows for single person corporation and NOT less than 5 person corporation (unless if you’re just 1 person).

Atleast thats how the consultant explained it to us when we tried to setup a three person corporation. So back to 5 person it is with the 2 executing deed of assignments and irrevocable proxy.


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sorry sir something is amiss. we just amended our family corp. with the sec from 5 to 4 people.

[dcph172]

sorry sir something is amiss. we just amended our family corp. with the sec from 5 to 4 people.

Im not sure really. Maybe different rules for diff type or industry? We were just relying on what the consultant said and one person corporation law was new at that time. In any case its done already.


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[babkalakal]

Im not sure really. Maybe different rules for diff type or industry? We were just relying on what the consultant said and one person corporation law was new at that time. In any case its done already.


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onga could very well be. dami naman kasi regulations na iba iba..so much for ease of doing business here.

naalala ko tuloy yung sabi na mas madali mag bukas ng kumpanya kaysa magsara dito sa pinas

[ice15]

onga could very well be. dami naman kasi regulations na iba iba..so much for ease of doing business here.

naalala ko tuloy yung sabi na mas madali mag bukas ng kumpanya kaysa magsara dito sa pinas

depends on the business.

in our field, starting a new Corp is hard. especially if you have foreign partners...

taking over an existing Corp/License is even harder! (plus the numerous "unlicensed agents" trying to have a percentage of the sale!)