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NECESSARY LEGAL DOCUMENTS IN ESTABLISHING A CONSULTANCY FIRM

Writer's picture: the visionariesthe visionaries

Updated: Mar 30, 2022



A. Corporate bylaws

Composition of Corporate bylaws

  • Include the basic corporate information necessary

  • Outline the duties, responsibilities, and qualifications of a Board of Directors

  • List the duties, responsibilities, and qualifications of top and lower management

  • Create the key information and details for Shareholders

  • Include corporate meetings

  • Draft the possible sanctions and remedies in case of conflicts of Interest

  • Include amendment process

B. Non-disclosure agreements Composition of Non-disclosure agreements

  • The parties must be identified.

  • The term "confidential" is defined as "information that is not publicly available."

  • The scope of the receiving party's confidentiality obligation

  • The prohibitions on receiving confidential treatment

  • The term of the contract

C. Employment contracts

Composition of Employment contracts.

  • Add the employment details necessary

  • Mention and discuss the related duties and responsibilities

  • Disclose the compensation package

  • Create an additional agreement on the vacation contract

  • Disclose the employee benefits contract

  • Add the details regarding probation period

  • Disclose the performance reviews

  • Create a termination agreement for future reference

D. Loan agreeements

Composition of a loan Agreement

  • The lender's and borrower's names and addresses

  • If appropriate, information on the loan cosigner

  • Borrowed amount

  • When was the loan given?

  • Date when the loan will be repaid

  • If appropriate, the interest rate

  • If appropriate, annual percentage rate (APR)

  • Payment terms, such as whether the loan will be paid on demand, in installments, or in one lump sum, as well as payment amounts and dates

  • Payment options, such as a check or cash, are available.

  • If necessary, payment authorizations, such as for automatic withdrawals from a checking account, are required.

  • Details on how potential conflicts will be mediated and/or resolved

  • Penalties and repercussions for late or nonpayment

  • Changes to the loan's terms are possible.

  • If applicable, penalties for paying back the loan early (also known as prepayment penalties).

E. Employment and independent contractor agreements

Composition of Employment and independent contractor agreements.

  • Terms

  • Responsibilities & Deliverables

  • Payment-Related Details

  • Confidentiality Clause

  • Contract Termination

  • Choice of Law

F. Consulting agreements

Composition of a Consulting Agreements

  • Receitals and Background

  • Scope of Services

  • Ownership of Intellectual Property

  • Compensation, Expenses, and Schedules

  • Dispute Resolution

  • Termination of Services

  • Methods of Communication

  • Confidentiality

  • Indemnification

  • Limitation of Liability

  • Non-Compete

  • Enforceability

  • Signatures and Dateline

G. Barangay business permit

Contents of Business Permits

  • Official seal of the barangay

  • Business owner

  • Business name

  • Address of the business owner

  • Location of the business

  • Certification details in pursuant to the New Local Government Code of 1991

  • Date of issuance

Required Documents

  • Latest Community Tax Certificate (Cedula)

  • DTI Business Name Registration

  • Barangay Business Permit FeeSteps in Processing the Documents

Step 1: Prepare your business documents -Tax Certificate, valid DTI Permit, and the clearance fee.

Step 2: Go to the Barangay Hall or the Office of the Barangay

Captain -To apply for a new business clearance, go to your local Barangay Hall or the Office of the Barangay Captain, depending on where your business is located.

Step 3: Pay your Business Clearance fee -depending on the location of the business processing fees ranges from 500 to 1,000 pesos

Step 4: Claim your Barangay Business Permit -The final step is to have your business permit released. You will be asked to sign a document confirming receipt of your certificate and the date you claimed it.


H. Mayor's business permit

Required Documents

  • Application Form (See form: https://quezoncity.gov.ph/wp-content/ uploads/ 2020/10/Unified-Business-Permit-Application-Form.pdf)

  • Certificate of Registration from Securities and Exchange Commission (SEC) for Corporations/Partnerships; Department of Trade and Industry (DTI) for Sole Proprietorships; or Cooperative Development Authority (CDA) for Cooperatives

  • Barangay Business Clearance*

  • Community Tax Certificate (CTC or Cedula)

  • Contract of Lease (if leased)/Transfer Certificate of Title (if owned)

  • Sketch/Pictures of the business location (3 copies)

  • Public Liability Insurance (for Restaurants, Cinemas, Malls, etc./exempted: Sari-sari Stores, Carinderias)

  • Locational/Zoning Clearance*

  • Certificate of Occupancy (Building and Unit)*

  • Building Permit and Electrical Inspection Certificate*

  • Sanitary Permit*

  • Fire Safety Inspection Permit*Steps in Processing the Documents

1. Secure the initial requirements:

  • Accomplished Application Form

  • SEC/DTI/CDA Certificate of Registration

  • Contract of Lease or Transfer Certificate of Title

  • Sketch/Picture of the business location

2. Secure permits and clearances – Each permit can be obtained only after the aforementioned requirements in step 1 have been met. Each permit/clearance is typically obtained from a designated office within City/Municipal Hall.

3. File the Application Form along with the other requirements to the Bureau of Permits (BP)/Business Permit and Licensing Office (BPLO) at the City/Municipal Hall.

4. Procure a Community Tax Certificate/Cedula from the City Treasurer’s Office.

5. Your application fees will be assessed by an assessor, and the assessment (Official Billing Assessment) must be validated by a BP/BPLO officer.

6. Submit your application requirements to the designated office, along with the Official Billing Assessment.

7. Pay the necessary payment fees for the permits and licenses to the Cashier’s Office.

8. Present your paid application requirements to the designated Fire Department to obtain a Fire Safety Inspection Permit.

9. Obtain a Temporary Sanitary Permit by presenting your paid application requirements to the designated Sanitary Department Depending on the city/local municipality's health regulations or ordinances, the actual permit may not be issued until mandatory company office inspections and/or employee health tests have been completed.

10. Submit all requirements, along with the Fire Safety Inspection Permit and Temporary Sanitary Permit, to the designated BP/BPLO office.

11. Release of Mayor’s Permit


I. Certificate of registration (BIR)

Required Documents & Steps in Processing the Documents

1. Accomplish BIR Form 1903 (Application for Registration for Corporations/Partnerships (Taxable/Non-Taxable)) and submit it, along with the necessary supporting documents, to the Revenue District Office (RDO) that has jurisdiction over your business's registered address. The following documents must be attached to the Form 1903 (See form: https://www.bir.gov.ph/images/bir_files/taxpayers_service_programs_and_monitoring_1/1903%20January%202018%20ENCS%20final.pdf):

  • SEC Certificate of Registration

  • Mayor’s Permit or application for Mayor’s Permit

  • Contract of Lease

  • Other documents to be submitted if applicable:

    • Certificate of Authority (if Barangay Micro Business Enterprises (BMBE) registered entity)

    • Franchise Agreement

    • Proof of Registration/Permit to Operate with BOI, PEZA, SBMA or BCDA


2. Pay the Annual Registration Fee (PHP500.00) at the Authorized Agent Banks (AABs) of the concerned RDO

3. Pay the Documentary Stamp Tax (DST) on Subscription and Lease (BIR Form 2000) (See form: https://www.bir.gov.ph/index .php/bir-forms/documentary-stamp-tax-return.html).


J. SEC registration

Required Documents & Steps in Processing the Documents

  • Secure a unique business name or reserve a business name through SEC’s online service portal.

  • Accomplish an Application Form from SEC (See form: https://www.sec.gov.ph/wp-content/uploads/2019/11/Cover_Sheet_for_Registration.pdf)

  • Prepare all the necessary documents required for the specific business entity plans to register

  • Articles of Incorporation and By-laws

  • Treasurer’s Affidavit

  • Then, deposit the minimum paid-up capital requirement

  • Acquire all the necessary licenses or permits from government agencies (regulated industry sectors and business activities)


K. Locational Clearance

About

A Zoning Permit, also known as a Building Permit, is one of the required documents before obtaining a Building Permit. This is to ensure that the building's construction adheres to the city or municipality's Comprehensive Land Use Plan and Zoning Ordinance.

Required Documents

  • Duly Accomplished and Notarized Application Form For Building Locational Clearance

  • Photocopy of Land Title

  • Photocopy of Tax Declaration

  • Photocopy of Deed of Conditional or Absolute Sale (this is in the case wherein the title is not yet transferred to the applicant)

  • Duly Notarized Contract of Lease or Authorization form the Lot Owner (this is applicable if you rent the lot)

  • Barangay Construction Clearance

  • Building Plan (Perspective and Floor Plan signed and sealed by a Civil Engineer)

  • Photocopy of Bill of Materials and Cost Estimates

Steps in Processing the Documents

1. Go to the Municipal/City Planning and Development Office in the locality where the building to be built is located. The general requirements are outlined above. There may be more or fewer requirements depending on the city or municipality's ordinance and/or procedure, as well as the type of building project you are about to undertake. In the office, obtain a checklist of requirements as well as the application form.

2. Return to the office after you have completed your requirements and submit the duly completed and notarized application form along with your documents. A Zoning Officer must verify and evaluate it.

3. A Zoning Inspection will be scheduled to determine whether the building project complies with the local Comprehensive Land Use Plan and Zoning Ordinance.

4. The Zoning Inspector will then submit a Zoning Inspection Report, and you will be asked to secure an Order of Payment. Proceed to the Treasurer's Office and pay the applicable fees.

5. Present your payment proof to the person in charge at the Municipal/City Planning and Development Office. After that, your clearance will be prepared and ready for approval. Claim your Locational Clearance once it has been approved.


L. Business Name Registration from SEC

Required Documents & Steps in Processing the Documents

Step 1: Register the preferred corporate name with SEC

  • Once AOI and by-laws done for drafted

  • Open a TITF account with prefered bank.

Step 2: Open corporate bank account

Step 3: Register with the securities exchange and commission

  • Name Reservation and Payment Form

  • Notarized Articles of Incorporation and By-laws

  • Treasurer’s Affidavit

  • Bank Certificate of Deposit or Proof of Inward Remittance

  • Duly accomplished SEC Form F-100 (for corporations with more than 40% foreign equity)

Step 4: Register with the bureau of internal revenue (BIR)

Step 5: Register with the social security system, Must submitted:

  • Employer Registration Form (R-1)

(See form: https://www.sss.gov.ph/sss/DownloadContent?fileName=SSSForms_ER_Registration.pdf

  • Employment Report Form (R-1A)

(See form: https://www.sss.gov.ph/sss/Download Content?fileName=SSSForms_Personal_Record.pdf)

  • SEC Registration, Articles of Incorporation, and By-laws

Step 6: Register with PhilHealth, Must submitted:

  • Employer Registration Form (R-1)

  • Employment Report Form (R-1A)

  • SEC Registration, Articles of Incorporation, and By-laws

Step 7: Register with Pag-IBIG

Step 8: Obtain a Mayor’s or business permit

Documents are required to secure a business permit:

  • SEC Registration, Articles of Incorporation, and By-laws

  • Locational Clearance

  • Lease Contract

  • Barangay Clearance


M. Bank Account registration with SEC

Required Documents & Steps in Processing the Documents

(1). The firm must have/open a TITF account in their designated/partnered banking institutions.

(2). TITF (Treasurer-In-Trust-For) account will serve as their temporary depository account of the required company’s overall paid-up capital and expenditures for the firm.

(3). Also, the firm must have all the necessary documents to be submitted in the preferred bank such as account opening forms with two (2) specimen signatures, copies of articles, agreements, and by-laws of the corporation, etc.

(4). The bank will issue a Certificate of Deposit which is a primary requirement

to be submitted upon registering the firm to SEC. (Securities and

Exchange Commission).


N. Registration ID official receipts and books of account

Required Documents

(1) REGISTRATION OF MANUAL BOOKS OF ACCOUNTS (NEW OR

SUBSEQUENT)

(2) REGISTRATION OF MANUAL LOOSE-LEAF BOOKS OF ACCOUNTS

  • Permit to Use Loose Leaf Books of Accounts;

  • Permanently bound Loose Leaf Books of Accounts;

  • Affidavit attesting the completeness, accuracy and correctness of entries in books of Accounts and the number of Loose Lead used for the period. If transacting through representative

For Individual

  • Special Power of Attorney (SPA)

  • Any government-issued ID of the authorized representative

Steps in Processing the Documents

Step 1: Submit duly accomplished BIR Form 1905 (BIR Form 1905 - Application for Registration Information Update/Correction /Cancellation (See form: https://www.bir.gov.ph/images/bir_files/taxpayers_service_programs_and_monitoring_1/1906%20January%202018%20ENCS%20final.pdf)) at the RDO or concerned office under the Large Taxpayer Service having jurisdiction over the place where the head office and branch is located, respectively;

Step 2: Present the manual/loose-leaf books of accounts for Stamping

and registration purposes


O. Certificate of authority to print from BIR

Required Documents

  • Final and clear sample of principal and supplementary receipts/invoices

  • Photocopy of last issued ATP or Printer’s certificate of Delivery (PCD) or any booklet from the last issued ATP for subsequent application

Steps in Processing the Documents

Taxpayers:

1. Accomplish BIR Form 1906 and submit the same together with the documentary documents requirements to RDO where the HO is located or concerned office under the Large Taxpayer Services.

2. Keep/File PCD and ATP copy duly received/issued by the BIR for audit purposes.

3. Taxpayer’s branch office shall furnish its RDO a copy of the ATP issued by the appropriate BIR office having jurisdiction over the head office.

For the printer/supplier:

4. Prepare Printer’s Certificate of Delivery (PCD) in five (5) copies and

submit to RDO where the place of business is located or concerned office under the Large Taxpayer Service within thirty (30) days from date of ATP and prior to delivery of receipts and/or invoices to taxpayer;

5. Furnish the taxpayer and its branches copy of the received PCD

and approved ATP together with the taxpayer’s Sworn Statement within thirty (30) days from the issuance of PCD. One copy thereof shall likewise be submitted to the BIR Office that has jurisdiction over the head office of the printer.


P. Registration with the Social Security System (SSS)

Steps in Processing the Documents

Step 1: Go to the Social Security System (SSS) online registration website.

Step 2: Fill out the SSS online form with the necessary information.

Step 3: After 30 minutes, check your email.

Step 4: Activate your My.SSS account


Q. Registration with the Pag-ibig

Step 1: Go to the Pag-Ibig Fund’s Website

Step 2: Proceed to Membership Registration

Step 3: Fill out your Name and Date of Birth

Step 4: Fill out the Application Form(See form: https://www.pagibigfund.gov.ph/document/pdf/dlforms/providentrelated/FPF095_MembershipRegistrationForm_V01.pdf)

Step 5: Submit your Application Form


R. Registration with the PhilHealth

Steps in Processing the Documents

Step 1: Go to the PhilHealth website and select the Online Services

tab.

Step 2: In the Electronic Registration section, under Membership, click the Register link.

Step 3: Once you've reached the PhilHealth Electronic Registration System page, fill out the form.

Step 4: Complete the online PhilHealth application form.

Step 5: Include any supporting documentation.

Step 6: Before proceeding, go over all of the information.

Step 7: Check the box to confirm that all of the information you entered is correct and accurate.

Step 8: After completing the registration, wait for the confirmation email.


S. Registration with DOLE

Step 1: Prepare necessary documents

1. SEC Certificate (for Corporations) or DTI Registration.

2. Business Permit from the City or Municipality where the main office is located.

3. TIN (Tax Identification Number) of the company

4. Fire Inspection of the establishment

Step 2: Fill out the registration form

Step 3: Submit it to the DOLE Office with jurisdiction over your company,

and keep a receiving copy for future reference. After a week, they will issue an approved certificate that will be valid for the duration of the Company's or business establishment's existence. You must display the same in your business.

Other Special Permits:

  • DTI Intellectual Property Fee

  • Copyright Fee - 550 pesos (Regional)

  • Patent Fee - 2,020 pesos (Small entities with 100M worth of assets or less)

  • Trademark Fee - 1,212 pesos (Small entities with 100M worth of assets or less)



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