For an aspiring entrepreneur, starting a business particularly a corporation is quite exciting that sometimes we forgot the small details that can affect our business in the process of registering it. There are many factors to consider in starting a business and one of the crucial things is choosing the address. When choosing a location you should consider if you want to have a brick and mortar or rent a virtual office. Choosing the right location for your business will save you a ton of headache in the future. When deciding on the location, think about it for the long run. Although of course, there are some unavoidable factors that can possibly happen for you to change your office address in the future (such as a high increase of rent). 

The process of transferring a business address is easy, you just have to retire first your business in the current address then apply or register your business again in the new address. Easy peasy, right?  Sorry to say this but it’s not that easy. Here is the list of all the requirements as well as the process and be the one to judge if it is easy or not.

 

Step 1: Ammend the 3rd Clause (Address) In the Articles of Incorporation in SEC

Since the SEC certificate is the basis of the other government agencies such as the Local Government Unit and the Bureau of Internal Revenue for the company’s general information, the first thing on the list is to change the address in your Articles of Incorporation. Before the actual amendment, the company has to go through monitoring first, with the Compliance Monitoring Division, to ensure that all the reportorial requirement were submitted. If the requirements are not complete, you have to submit it first and pay the corresponding penalties for non-submission before you can proceed with the amendment.

 

Requirements:

  • Latest due Financial Statements and Income Tax Return, duly stamped by BIR (either original or certified true copy)
  • A copy of the latest due General Information Sheet
  • A copy of a certificate of Incorporation
  • A copy of existing Articles of Incorporation and By-Laws
  • A copy of the 1st page of the Registration of Stock and Transfer Book

The process usually takes 1-2 weeks. Once cleared, you may now proceed to the Corporate Accounts Division for the actual amendment. Here’s the list of the requirements:

 

 

Requirements:

  • Original Articles of Incorporation
  • Board Resolution (stating the purpose)
  • Secretary’s Certificate (no intra-corporate dispute)
  • Audited Financial Statements (AFS) & ITR for the three (3) preceding years of the retirement date
  • Amended Articles of Incorporation
  • Clearance certificate from Compliance Monitoring Divison

The process usually takes 2-3 weeks. You will receive a new Certificate of Registration afterward.

 

Step 2: Retire from Barangay

From our experience, you can actually start the retirement process for the Barangay while the SEC certificate is still pending since the SEC certificate is not a pre-requisite for the retirement, although it will be for the new registration (in which you still have time to do so later on).

 

Requirements:

  • Original and photocopy of the latest barangay certificate
  • Letter of request stating the reason for the business retirement, signed by the President or Corporate Secretary
  • Authorization letter with ID, in case the person assigned for this task is not an authorized signatory of the company
  • Retirement fee (yes, there is such thing, depending on the Barangay)

 

Step 3: Retire the Business from City Hall

Once retired from Barangay, time to get a Certificate of Retirement from the City Hall. Submit all the documents listed below and pay the necessary fees. Take note that you only have 30 days after Amending the Articles of Incorporation to apply for retirement in City Hall, or else you will pay a penalty based on how many days you are late. For the Audited Financial Statement (FS), you still need to submit this even if you had no operation.

Requirements:

  • Letter of Request for Retirement
  • Notarized application form
  • Certification from Barangay stating actual closure of the business and the effectivity date
  • Audited Financial Statements (AFS) & ITR for the three (3) preceding years of the retirement date
  • Original Mayor’s Permit (if lost, submit an affidavit of loss with a photocopy)
  • Computerize Assessments & Official Receipt/s of the current calendar year.
  • Monthly and/or Quarterly BIR VAT Returns / ITR for the current year.
  • Certification of Gross Sales for the current year duly certified by an accountant.
  • Cedula / CTC for three (3) years of the retirement date.
  • Original Board Resolution/Secretary’s certificate
  • If the company is non-operational, submit an affidavit of No Operation
  • Authorization letter with ID, in case the person assigned for this task is not an authorized signatory of the company
  • Pay the necessary fees

 

Submit all the requirements to the City Treasurer’s office. The process usually takes 2 weeks. Once cleared, you will receive a Certificate for Business Closure, in which you need to present to BIR. Take note though, that you only have 30 days from the date of your Barangay closure to process the business retirement for the City Hall. Otherwise, you will be slapped with fines.

 

Transferring of BIR Records

If you don’t want to pay a hefty penalty in BIR, you better not skip this process. To transfer your records from previous RDO to new RDO (the new address), here are the requirements needed:

Requirements:

  • Request for transfer from your current Regional District Office (RDO), stating the reason and the effectivity date of dissolution
  • Old RDO comes out with the report of open cases (these are documents/tax returns that their system showed up as missing).
  • Comply with open cases (settle unpaid balance, etc)
  • Fill out form 1905
  • Delinquency Verification (to be signed by different departments in BIR)
  • Surrender Original BIR Certificate and “Ask for Receipt” notice
  • Board resolution and Secretary Certificate
  • Photocopy of Income Tax returns with Financial Statement (2 years)
  • Inventory list of used and unused Original Receipts
  • Copy of the latest 0605 form (Registration form)
  • Certification from the City Hall that the business has “retired”
  • Surrender “Authority to Print” form
  • Photocopy of Business Tax paid at the Local Government Unit
  • Copies of Short Period Return
  • Authorization letter with ID, in case the person assigned for this task is not an authorized signatory of the company

 

Depending if you can comply with the requirements as soon as possible or if there are any pending requirements, the process can take from 1-6 months (welcome to the Philippines).

 

By now, you should have received your Amended SEC certificate, Once you have processes the business dissolution from the BIR, you can now start the actual process of Business Address Transfer. It is actually quite similar when you register for new business. For your reference, here’s the guide we wrote before on how to register your business. Just click on the link after.  Barangay, Local Government Unit and BIR.

 

Final Thought:

Based on our experience, transferring a business address takes quite a while, depending on the availability of the documents and if there are no issues.

 

As we mentioned before, in dealing with government agencies here in the Philippines, patience is indeed a virtue. On a final note, make sure to ask the designated offices for the requirements from time to time since the policy can sometimes change after a few months.

For those who would be like to be spared from the inconveniences and would like to receive their change their address fast and no hassle, get in touch with our Consulting Team now so you can focus on the other aspects of your business!

 

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Wendy Atienza

Wendy handles SEO clients and Social Media efforts for the firm. A Business Administration graduate, she is passionate about taking care of the creative campaigns, with her signature clean canvas. When she is not working, you can find her waiting for the next season of Game of Thrones or in her creative corner doing DIY crafts.

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