By: Tax and Accounting Center Philippines
As you have noticed, foreign corporations are allowed to do business in the Philippines and deal with all of us in their day-to-day operations. When the worst case scenario comes that their Philippine operations has to terminate and leave the country, the question that could come to our mind is:
To whom shall the notices, summonses, and legal processes be served?
This question has been answered in at least two instances – requiring resident agent in the Philippines of foreign corporations. In other words, Philippine laws, rules, and regulations provides for the appointment of resident agent as follows:
A. Resident Agent under Securities and Exchange Commission
Under Section 144 of the Revised Corporation Code of the Philippines, and we quote:
“Section 144. Who may be a resident agent. – A resident agent may either be an individual residing in the Philippines or a domestic corporation lawfully transacting business in the Philippines: Provided, That an individual resident agent must be of good moral character and of sound financial standing; Provided, further, That in case of a domestic corporation who will act as resident agent, it must likewise be of sound financial standing and mush show proof that it is in good standing as certified by the Commission.
The resident agent of a resident foreign corporation is one appointed on whom summons and other legal processes against the Company may be served in all actions or other legal proceedings against the Company. Such appointment is revocable at the instance of the Company and change of resident agent would require a Board resolution from the Company revoking the appointment of previous resident agent and appointing a new one.
In the Company’s compliance with the filing of the annual General Information Sheet (GIS) within thirty calendar (30) days from the anniversary date of issuance of Company’s license to do business, the resident agent signs under oath the contents thereof.
Under Section 314, Title 3 of the Insurance Code of the Philippines, it provides and we quote hereunder:
“Section 314. The term “resident agent”, as used in this title, is one duly approved by a foreign insurer or broker not authorized to do business in the Philippines to receive in its behalf notices, summons and legal processes in connection with actions or other legal proceedings against such foreign insurer or broker.”
For the purpose, the Insurance Commission will issue a Certificate of Registration as Resident Agent based on the required documentation such as the copy of the power of attorney, duly notarized and authenticated by the Philippine Consul in the place where such foreign insurer or broker is domiciled, empowering the resident agent to receive notices, summons and legal processes for and in behalf of such foreign insurer or broker in connection with any action or legal proceedings against such foreign insurer or broker.
Disclaimer: This article is for general conceptual guidance only and is not a substitute for an expert opinion. Please consult your preferred tax and/or legal consultant for the specific details applicable to your circumstances.
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