TABLE OF CONTENTS I. Introduc on II. Documents to Obtain from Diff erent Government Agencies III. Basic Company Registra on

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1 TABLE OF CONTENTS I. Introduc on 1 II. Documents to Obtain from Different Government Agencies 4 III. Basic Company Registra on SEC : General Registra on for Corpora ons/partnership 8 DTI : Business Name Registra on 17 Local Government Unit 18 IV. Renewable Energy Projects DOE : Service/Opera ng Contract Applica on 19 DOE : Accredita on of Manufacturers, Fabricators and Suppliers 22 DOE : Applica on for Accredita on to Manufacture Biofuels 22 NWRB : Applica on for Water Permit 23 V. Coal, Oil and Gas Projects DOE : Coal Opera ng Contract Applica on 26 DOE : Petroleum Service Contract Applica on 29 PCG : Mari me Environmental Protec on Concern 34 VI. Downstream Oil Projects DOE : Applica on for DOE Endorsement for BOI Registra on 37 DOE : Issuance of DOE 2 nd Endorsement for SEC 37 DOE : Cer ficate of Availing of Export Incen ves 38 DOE : Endorsement to Marina for Chartering/Importa on 38 DOE : Cer ficate of Compliance/Exporta on of Crude Oil, etc. 38 DOE : Acknowledgment of No ces 39 DOE : Cer fica on of Oil Company Par cipants to the Bioethanol Program 39 DOE : Acknowledgment for No ce Prior to Engagement 40 DOE : Cer ficate of Compliance 40 DOE : Standards Compliance Cer ficate & Cer ficate of Non-Coverage for Auto-LPG 41 DOE : Documentary & Reportorial Requirements for Auto-LPG Business 41 DOE : Checklist of Documentary Requirements for Refiller, Dealer and Retailer 42 DOE : Registra on of Fuel Addi ves 43 VII. Natural Gas Projects DOE : Applica on for Permit in the Downstream Natural Gas Sector 44 House of Representa ves : Applica on for Legisla ve Franchise 51 VIII. Power Projects DOE : Issuance of Cer ficate of Endorsement for COC 52 DOE : Requirements for the ER 1-94 Trust Account 52

2 DOE : Issuance of Cer ficate of Endorsement for NGCP 52 ERC : Cer ficate of Compliance for Genera ng Companies 53 ERC : Registra on of Wholesale Aggregators 54 ERC : Cer ficate of Authority for WESM Metering Service Providers 55 ERC : Retail Electricity Suppliers License Applica on 57 NGCP : Transmission Service Applica on 59 IX. DOE: Natural Gas Vehicles 60 X. DOE : Energy Service Company Accredita on 60 XI. Financing Facili es for Energy Projects Land Bank of the Philippines 61 Development Bank of the Philippines 67 Allied Banking Corpora on 68 Philippine Export-Import Credit Agency 69 XII. Common Requirement for Energy Projects DOE : Cer ficate of Endorsement to BOI 70 BOI : Project Registra on for Availing Incen ves Under EO DENR : Applica on for Environmental Compliance Cer ficate 74 DENR : Permit to Operate Air Pollu on Source and Control Installa on 75 NCIP : Cer fica on Precondi on 79 DAR : Guidelines for the Processing of Land Use Conversion 81 DOJ : Applica on for Non-Immigrant Visa 87 DOLE : Applica on for Alien Employment Permit 88 CAAP : Aerodrome Ra ng Cer ficate/temporary Permit to Operate A Helideck 89 CAB : Applica on for Issuance of Foreign Air Carriers Permit 90 CAB : Requirements for Renewal of Applica on 91 BOC : Cer ficate of Accredita on as Importer 92 PNP : License to Possess Explosives 93 PNP : Permit to Unload Explosives from Vessel and Transfer to Des na on 93 PNP : Permit to Transport and Move Explosives 94 PNP: Permit to Import Explosives / Explosives Ingredients 94 PNP: Permit to Export Explosives / Explosives Ingredients 94 PNRI : Radioac ve Material License 95 PNRI : Authority to Transport 95 PEZA : Registra on for Export Enterprises/IT Enterprises 96 PEZA : Registra on for Ecozone Developers 96 XIII. Directory 98

3 I N T R O D U C T I O N The contains basic informa on on the requirements and procedures of agencies involved in the development process of energy projects and the directory of focal persons. It also includes some financing facili es available as provided by en es that responded to our request. This Guidebook intends to provide investors in the energy sector relevant informa on necessary to venture into the energy business. It is one of the approaches pursued by the Department of Energy to create an investment-friendly environment which will further boost energy investments in the country. This is a work in progress since further improvements and updates shall be undertaken accordingly to keep pace with the developments in the energy sector. Our deepest apprecia on and gra tude to our partners in the government and private sector for their valuable inputs and insights in the realiza on of this Guidebook.

4 REQUIREMENTS FROM DIFFERENT GOVERNMENT AGENCIES REQUIREMENTS FROM DIFFERENT GOVERNMENT AGENCIES Government Agency/Office Registra on Requirements Securi es and Exchange Commission Department of Trade and Industry Coopera ve Development Authority Local Government Unit Bureau of Internal Revenue Document Registra on of Corpora ons and Partnerships Registra on of Foreign Corpora ons Registra on of Business Name for Single Proprietorship Registra on for Coopera ves Barangay Clearance for Business Permit Purposes Municipal / Sanitary Permit Municipal / City Business Permit Building Permits / Civil / Structural Permits Loca onal Clearance / Business Permit in the loca li es where the business will be established Tax Iden fica on Number Cer ficate of Registra on Applica on for Authority to Use Computerized Accoun ng System or Components Thereof/Loose- Leaf Books of Accounts Applica on for Registra on Informa on Update This is also where books of accounts and authority to print are registered Social Security Services Philippine Health Insurance Corpora on Employer Registra on Employer Data Record Department of Labor and Employment Alien Employment Permit Bureau of Fire Protec on Evalua on Clearance - Fire Safety Permit Home Development Mutual Fund Philippine Economic Zone Authority Bangko Sentral ng Pilipinas Member s Data Form Remi ance Form Note : Membership Registra on (for local employees) Permit to locate (if applicable) Registra on with other Investment Promo on Agencies for Availment of Incen ves (for Ecozone business locators only) Registra on of Foreign Investments for Purposes of Capital Repatria on and Profit Remi ances 4

5 Government Agency/Office Metro Manila Development Authority Authorized Agent Banks Regulatory Requirements Department of Environment and Natural Resources Department of Agrarian Reform Na onal Water Resources Board Bureau of Immigra on Energy Regulatory Commission Department of Energy Department of Energy (DOE) - Renewable Energy Management Bureau Department of Energy Oil Industry Management Bureau Department of Energy Energy Resource Development Bureau Requirement/Document Loca onal Clearance/Business Permit for Firms Opening of Le er of Credit Informa on Sheet for first- me exporters Environmental Compliance Cer ficate Cer fica on of Non-Coverage Wastewater Discharge Permit Permit to Operate - Air Pollu on Source and Control Installa on Hazardous Waste Generator ID Pollu on Control Officer Accredita on/appointment Permit to Construct/Operate Pollu on Control Land Use Conversion Permit Cer fica on of Water Availability Water Permit Applica on Philippine VISA Philippine Special Work Permit Special Investor s Resident Visa Alien Cer fica on of Registra on Cer ficate of Compliance for Genera ng Companies Registra on of Wholesale Aggregators Cer ficate of Authority for WESM Metering Service Providers Retail Electricity Suppliers License Cer ficate of Endorsement to SEC for Company Registra on with Energy Related Ac vi es Cer ficate of Endorsement to BOI for Project Registra on to Avail Incen ves under EO 226 Cer fica on of Accredita on for Natural Gas Vehicles Registra on of Renewable Energy Projects RE Service/Opera ng Contract for Developers Cer ficate of Accredita on for Suppliers/ Manufacturers Accredita on to Manufacture Biofuels Cer ficate of Compliance for Downstream Oil Ac vi es Coal Opera ng Contract Petroleum Service Contract Clearance for Coal, Oil and Gas Explora on Ac vi es Cer ficate of Compliance for Coal Importa on REQUIREMENTS FROM DIFFERENT GOVERNMENT AGENCIES 5

6 REQUIREMENTS FROM DIFFERENT GOVERNMENT AGENCIES Government Agency/Office Department of Energy Electric Power Industry Management Bureau Department of Energy - Energy U liza on Management Bureau Na onal Commission on Indigenous Peoples Opera onal Requirements Document Cer ficate of Endorsement for Power Genera on Projects (requirement for ERC s COC) Memorandum of Agreement (Establishment of Trust Account for Financial Benefits Accruing from the Electricity Sales of the Power Plant) Le er of Endorsement to NGCP for the Conduct of the Grid Impact Study Cer ficate of Accredita on for Energy Service Companies Cer ficate Precondi on (Free, Prior and Informed Consent) Board of Investments Registra on for Availing of Incen ves under EO 226 or the Omnibus Investment Code Clearance to Develop Private Port Facility Philippine Ports Authority Permit to Construct Private Port Facility Payment of Wharfage Fees/Exemp on from Payment Civil Aeronau cs Board Philippine Na onal Police Firearms and Explosives Office Charter Opera ons Permit Permit to Operate Domes c and Interna onal Charter Flights (also called Foreign Air Carrier s Permit) License to Possess Explosives Permit to Upload Explosives from Vessel and Transfer to Des na on Permit to Transport and Move Explosives Permit to Import Explosives / Explosive Ingredients Permit to Export Explosives / Explosive Ingredients Bureau of Customs Philippine Nuclear Research Ins tute Department of Science and Technology Securi es and Exchange Commission Cer ficate of Accredita on as Importer Client Profile Registra on System/Electronic to Mobile Registra on for Opera on of Customs Bonded Manufacturing Warehouse Registra on of Customs Bonded Warehouse (on Expansion/Diversifica on) Export Declara on (Authority to Load/Cer ficate of Radioac ve Material License Authority to Transport (Import) Authority to Transport (Export) General Informa on Sheet Audited Financial Statement Amendment of Ar cles of Incorpora on / Partnership / By- Laws 6

7 Government Agency/Office Civil Avia on Authority of the Philippines Philippine Coast Guard - Marine Environmental Protec on Command Philippine Coast Guard Mari me Safety Services Mari me Industry Authority Social Security System Home Development Mutual Fund Bureau of Internal Revenue Lighterage Associa on of the Philippines Philippine Economic Zone Authority Document Height Clearance Permit (if applicable) Aerodrome Ra ng Cer ficate / Provisional Permit to Operate a Helideck Foreign Air Carrier Opera ons Specifica ons Flight Entry-Exit Blanket Clearance Garbage Management Plan and Garbage Record Book Shipboard Oil Pollu on Emergency Plan Oil Record Book Interna onal Oil Pollu on Preven on Cer ficate Oil Pollu on Preven on Cer ficate Oily Water Separator Oily Waste Collector Tank Cleaning Contractor Oil Spill Dispersant Oil Spill Boom/Oil Spill Materials Oil Sorbent Materials Marpol Surveyor Sewage Treatment Plant No ce to Mariners Special Permit to Dump/Discharge Waste and/or Other Ma ers (Vessels/Oil Rigs) Exemp on Permit Employment Report Contribu on Collec on List Contribu on Payment Return Membership Registra on / Remi ance Form Annual Registra on Fee Expanded Withholding Tax Return Withholding Tax Return on Compensa on Final Withholding Tax Return Fringe Benefits Tax Return Annual Informa on Return on Creditable Income Taxes Withheld (Expanded) /Income Payments Exempt from Withholding Tax Annual Corporate Income Tax Return Annual Informa on Return for WTC and FWT Quarterly Corporate Income Tax Return Cer ficate of No Objec on Audited Financial Statement, ITR, etc.; Registra on of Business/Expansion for Incen ves REQUIREMENTS FROM DIFFERENT GOVERNMENT AGENCIES 7

8 SECURITIES AND EXCHANGE COMMISSION BASIC COMPANY REGISTRATION Note : GENERAL REGISTRATION FOR CORPORATIONS/PARTNERSHIP All applica ons and suppor ng documents must be in four (4) copies and have cover sheets. Documents signed abroad must be authen cated by the Philippine Embassy or Consulate in the country where it was signed. All audited Financial Statements (FS) and special audit reports must be cer fied by an independent Cer ficate Public Accountant (CPA), with Statement of Representa on filed with the SEC. Said Statement must indicate the CPA Cert. No., PRC/BOA No. and the PTR No. of the CPA. All applica ons must indicate the Tax Iden fica on Number (TIN) of the incorporators, stockholders/ members for corpora ons, and partners for partnership. Registra on Procedure: 1. Company representa ve submits necessary documents to Company Registra on and Monitoring Department (CRMD), which checks documents for completeness; 2. Representa ve pays SEC cashier a filing fee of 1/5 of 1% of authorized capital stock of proposed corpora on on (Basic Fee) plus Legal Research Fee of 1% of Basic Fee; 3. Documents are forwarded to Financial Analysis and Audit Division of the CRMD for review of financial and accoun ng aspects; 4. Documents are forwarded to the Corporate and Partnership Registra on Division of the CRMD which ensures compliance with Philippine laws; 5. Documents are forwarded to the Assistant Director of the CRMD for approval and to the Cer ficate of Registra on; and 6. Approved applica ons are brought to Central Records and Receiving Division for releasing. I. Registra on of Corpora ons A. Stock Corpora on: Basic Requirements: 1. Name Verifica on Slip (secure online or from SEC Name Verifica on Unit); 2. Ar cles of Incorpora on and By-Laws; 3. Treasurer s Affidavit; and 4. Joint affidavit of two incorporators undertaking to change corporate name in the event another person, en ty or firm has acquired a prior right to the use of the same name or one similar to it (not required if Ar cles of Incorpora on has provision on this commitment) 8 Addi onal Requirements: 5. Endorsement/clearance from other government agencies, if applicable i.e. Cer ficate of Endorsement from Department of Energy for energy related business ac vity. 6. For corpora ons with foreign equity: Proof of remi ance by non-resident aliens and foreign corporate subscribers who want to register their investment with the Bangko Sentral ng Plipinas (BSP) or an affidavit that they do not want to register their investment with the BSP. 7. For corpora ons with more than 40% foreign equity: applica on form (SEC Form No. F-100) is required by the Foreign Investments Act of 1991 (Rep. Act 7042, as amended).

9 8. For corpora ons with applica ons with the Philipine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA) or other economic zones a ach the Cer cate of Authority or Endorsement from said government agencies. 9. Addi onal requirements based on kind of payment subscrip on indicated hereunder: a. Cash: 1. Bank Cerificate of deposit of paid-up capital notarized in place where it was signed; and 2. For corpora ons with foreign subscribers who want to register their investment with the BSP, submit BSP standard bank cer ficate of inward remi ance. b. Land and/ Building/ Condominium Unit: 1. Descrip on of the property showing the name of its registered owner, loca on, area, Transfer Cer ficate of Title (TCT) No., tax declara on number and the basis of the transfer value (market value/ assessed value/ zonal value or appraised value); 2. Copy of TCT/Condominium Cer ficate of Title (CCT) and tax declara on sheet, as cer fied by the Register of Deeds and the Assessor s Office, respec vely; 3. If transfer value : Latest zonal valua on cer fied by the Bureau of Internal Revenue; 4. If transfer value is based on appraised value: Appraisal reports by a licensed real estate appraiser (not more than six (6) months old); 5. Deed of assignment with primary entry by the Register of Deeds; 6. If property is mortgaged: Mortgagee/creditor s cer fica on of outstanding loan balance and his consent to the transfer of property; 7. For assignment of a building where the assignor is not the owner of the land: Lease contract on the land and consent of the land owner to the transfer; 8. Affidavit of the transfer or that the building/condominium unit is exis ng and in good condi on; and 9. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property within the prescribed period). BASIC COMPANY REGISTRATION c. Un tled Land: If the property/ies involved are un tled lands classified by the Bureau of Lands and the Department of Environment and Natural Resources (DENR) as alienable and disposable lands are not covered by the Comprehensive Agrarian Reform Law of 1988 (Republic Act 6657), the following documents should, in addi on, be submi ed: 1. Duplicate original or cer fied true copies, insofar as may be applicable, or: i. Proof of possession or that the subject land had been in the possessor s open, peaceful, con nuous and uninterrupted exclusive possession in the concept of an owner for at least thirty (30) years and that the possessor had introduced improvements thereon, if any, (submit a cer fica on of the authorized officer of the barangay where the property is located, and at least two (2) adjoining property or claimants of the property; and payment of corresponding local real estate taxes); ii. Duplicate original or cer fied true copies of the tax declara on, tax receipts and local real estate tax clearance; iii. Affidavit executed by the transferor a es ng that; a. His adverse, con nuous and open possession of the un tled property may ripen into ownership by virtue of acquisi ve prescrip on; b. The subject property is not tenanted (submit Affidavit of Non-Tenancy); iv. Duplicate original or cer fied true copies of any deed, conveyance, mortgage, lease, or other voluntary instrument affec ng the un tled property duly recorded in the offi ce of the Register of Deeds for the province or city where the land is situated, pursuant to Sec ons 3 and 113 of PD No. 1529; 9

10 BASIC COMPANY REGISTRATION v. Affidavit executed by the transferor a es ng to the: a. Existence (or non-existence) of easements over the un tled property; b. Kind of descrip on of the easement/s and its loca on; and c. Whether the transferor is the dominant estate or the servient estate by virtue of such easement/s vi. Undertaking (under oath) of the transferor/subsciber to answer for any liability that the corpora on might incur by virtue of the acceptance of said property as paid-up capital; 2. Clearance or cer fica on from the Department of Agrarian Reform a es ng to the following: i. There is no other applica on or claimant to the un tled land; ii. It has not issued any Cer ficate of Land Ownership Award (CLOA) over the property to any other part; or iii. The land is exempted from the coverage of the Comprehensive Agrarian Program of the government; 3. Blue Print Survey of the Plan, as approved by the Bureau of Lands, showing the inclusion of such lands. d. Inventories/Furniture/Personal Proper es: 1. Descrip on of the property and the basis of transfer value (market value or book value); 2. Special audit report by an independent Cer fied Public Accountant (CPA) on the verifica on and valua on of the Property, or appraisal report by an accredited appraisal company, which is not more than six (6) months old, on the valua on of the property; 3. Deed of assignment of the property to the corpora on; and 4. Affidavit of the transfer or that the inventories/furniture/personal proper es are existing and in good condi on. e. Heavy Equipment and Machinery: 1. Descrip on of the heavy equipment or property and basis of transfer value (market value or book value); 2. Appraisal report by the proper engineer (not more than six (6) months old). If property is imported, the valua on report of the BSP shall be submi ed; 3. Deed of assignment of the heavy equipment/machinery is exis ng and in good condi on. 10 f. Shares of Stock: 1. Descrip on of the shares of stock showing the name of stockholder, stock cer ficate number, number of shares and the basis of transfer value (market value or book value); 2. Audited financial statements of the investee company as of the last fiscal year, stamped receiving by the SEC and BIR; 3. Deed of assignment of the shares of stock to the corpora on; 4. Cer fica on by the corporate secretary of the investee company that the shares are in the name of the assignor; 5. Photocopy of the stock cer ficates (the original copy should be presented for verifica on 6. If shares of stock are listed in the stock exchange: Latest market quota on in the newspaper or cer fica on from the stock exchange/broker on the latest market price of the shares of stock; and 7. Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period. g. Motor Vehicles: 1. Descrip on of the motor vehicles showing the name of the registered owner, make/

11 model, plate number, chassis number, cer ficate of registra on number, and market value; 2. Photocopy of the Cer ficate of Registra on and official receipt of annual registra on fee (the original copy should be presented for verifica on); 3. Appraisal report by a licensed automo ve engineer (not more than six (6) months old); 4. Deed of assignment of the motor vehicle to the corpora on; 5. Affidavit of the transferor that the motor vehicle is exis ng and in good condi on; and 6. Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period. h. Sea Vessel/Aircra : 1. Descrip on of the vessel/aircra showing the name of the registered owner, registry number, technical descrip on, and appraised value; 2. Cer fied true copy of the cer ficate of ownership; 3. Cer ficate of seaworthiness/airworthiness issued by the appropriate government agency; 4. Appraisal report by a licensed mari me of aeronau c engineer (not more than six (6) months old); 5. Deed of assignment of the vessel/aircra to the corpora on; 6. Affidavit of the transferor that the sea vessel/aircra exis ng and in good condi on; 7. Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period. BASIC COMPANY REGISTRATION i. Intangibles: 1. Photocopy of the Cer ficate of Registra on of Intellectual Property rights, mining permit (for mining claims/right); 2. Appraisal report by an accredited appraisal company (not more than six (6) months old); and 3. Deed of assignment of intangibles to the corpora on. j. Net Asset (by way of conversion of single proprietorship/partnership into corpora on or by way of spin-off): 1. Ar cles of Dissolu on of Partnership; 2. Audited financial statements of the single proprietorship or partnership or division of a corpora on (for spin-offs) as of the last fiscal year; 3. Long-form audit report of item 2; 4. Deed of assignment of the assets and liabili es to the corpora on; 5. Separate deed of the assignment for land with primary entry by the Register of Deeds; 6. List of creditors, with the amount due to each creditor and the consent of each creditor, cer fied by the company accountant, 7. Descrip on of the proper es with cer ficate of registra on/ tles and their respec ve book values; 8. Photocopy of the Cer ficate of Registra on of the motor vehicle (the original copy should be presented for verifica on); 11

12 9. Photocopy of the TCT/CCT and tax declara on sheet, as cer fied by the Register of Deeds and the Assessor s Office, respec vely; and 10. For single proprietorships: Department of Trade and Industry Cer ficate of Registra on. BASIC COMPANY REGISTRATION Note: Item 5 to 10 shall be complied with only if applicable The corpora on should use the name of partnership, drop the word company and add either the word corpora on or incorporated, or its abbrevia on The filling of the Ar cles of Dissolu on and Ar cles of Incorpora on or Increase of Authorized Capital Stock should be simultaneous B. Non-Stock Corpora on Basic Requirements: 1. Name Verifica on Slip; 2. Ar cles of Incorpora on and By-laws; 3. Joint affidavit of two incorporators undertaking to charge corporate name in the event another person, en ty of firm has acquired a prior right to the use of the same name or one similar to it (not required if Ar cles of Incorpora on has provision on this commitment); 4. List of members as cer fied by the corporate secretary, unless already stated in the Ar cles of Incorpora on; and 5. List of names of contributors or donors and the amounts contributed or donated, as cer fied by the treasurer. There shall be no fixed amount of contribu on required but only such reasonable amount of the incorporators and trustees may deem sufficient to enable the corpora on to start opera on, except in the case of founda ons which must have a minimum contribu on of at least One Million Pesos (Php 1,000,000.00). ll. Licensing of Foreign Corpora ons A. Branch and Representa ve Office: 1. Applica on Form SEC Form F for Branch Office SEC Form F for Representa ve Office SEC Form F for Non-Stock Corpora ons 2. Name Verifica on Slip; 3. Authen cated copy of the Board Resolu on that (a) authorizes the establishment of branch representa ve office in the Philippines; (b) designates the resident agent to whom summons and othe legal processes may be served to the foreign corpora on; and (c) state that in the absence of such agent or upon cessa on of its opera on in the Philippines, any summons or legal processes may be served to SEC as if the same is made upon the corpora on at its home office: 4. Financial Statements as of a date not exceeding one (1) year immediately prior to the applica- on, cer fied by an independent Cer fied Public Accountant (CPA) of the home country and authen cated before the Philippine Consulate/Embassy; 5. Authen cated copy of the Ar cles of Incorpora on with an English transla on if in foreign language other than English; 6. Proof of Inward Remi ance, such as bank cer ficate; 7. Resident Agent s acceptance of appointment (not required if the resident agent is the signatory in the applica on form); and 12

13 8. For Representa ve Office and Branch Office of non-stock corpora ons: Affidavit signed by the resident agent sta ng that the applicant is solvent and in sound financial condi on. lll. Registra on / Recording of Partnerships Basic Requirements: 1. Name Verifica on Slip; 2. Ar cles of Partnership; and 3. Affidavit of two partners undertaking to change partnerhip name in the event another person, en ty of firm has acquired a prior right to the use of the same name or one similar to it (not required if Ar cles of Partnership has provision on this commitment). Addi onal Requirements: 1. Endorsement/clearance from other government agencies, if applicable; and 2. For partnership with foreign partners a. SEC Form F-105; b. Bank cer ficate on the capital contribu on of the partners; c. For foreign partners who want to register their investment with the BSP: Proof of remittance. BASIC COMPANY REGISTRATION Note: If it is limited partnership, the word Limited or Ltd should be added to the partnership name. Ar cles of Partnerhip of limited partnerships should be-under oath only (Jurat) and not acknowledged before a notary public. IV. Other Applica ons A. For Corpora ons: I. Amended Ar cles of Incorpora on (for stock and non-stock domes c corpora ons) 1. Amended Ar cles of Incorpora on; and 2. Directors or Trustees Cer ficate - a notarized document signed by a majority of the directors or trustees and the corporate secretary, cer fying (i) the amendment of the Ar cles of Incorpora on and indica ng the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders or members mee ng, and (iv) the tax iden fi ca on number of the signatories which shall be placed below their names. 3. Endorsement/clearance from other government agencies, if applicable. If the provision to be amended is the corporate name, submit the following: a. Name Verifica on Slip; and b. Affidavit of a director, trustee or officer undertaking to change corporate name in the event another person, en ty or firm has acquired a prior right to the use of the same name or one similar to it. II. Amended By-Laws (for stock and non-stock domes c corpora on): 1. Amended By-Laws; and 2. Directors or Trustees Cer fi cate - a notarized document signed by a majority of the directors or trustees and the corporate secretary, cer fy to (i) the amendment of the By-laws, indica ng the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders or members mee ng, and (iv) the tax iden fica on number of the signatories which shall be placed below their names. 13

14 III. Increase of Authorized Capital Stock Basic Requirements: BASIC COMPANY REGISTRATION 1. Cer ficate of Increase of Capital Stock; 2. Treasurer s Affidavit cer fying the increase of capital stock, the amount subscribed and the amount received as payment; 3. List of stockholders as of the date of the mee ng approving the increase, indica ng the na onali es of the subscribers and their respec ve subscribed and paid-up capital on the exis ng authorized capital stock, as cer fied by the corporate secretary; 4. Amended Ar cles of Incorpora on; 5. Notarized directors cer ficate cer fying (a) the amendment of the Ar cles of Incorpora on increasing the authorized capital stock, (b) the votes of the directors and the stockholders, and (c) the date and place of the stockholders mee ng, which shall be signed by a majority of the directors and the corporate secretary; and 6. Audited financial statements as of the preceding fiscal year, stamped received by the SEC and the BIR. Addi onal requirements depending on the kind of payment on subscrip on: a. Cash: 1. A report by an Independent CPA on the verifica on of the cash payment on subscrip on to the increase in accordance with the Guidelines on On-site Verifica on provided for in SEC Memorandum Circular No. 6, series of 2008; 2. Copy of the official receipt, deposit slip, bank statement or passbook and, for foreign Equity, Cer ficate of Inward Remi ance; 3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the addi onal capital infusion, as cer fied by the company accountant; and 4. Wri en waiver of pre-emp ve rights by non-subscribing stockholder. b. Conversion of Advances/Liabili es to Equity: 1. A report by an independent CPA on the verifica on of the advances to be converted to equity in accordance with the Guidelines on On-site Verifica on as provided for in SEC memorandum Circular No. 6, series of 2008; 2. Detailed schedule of the liabili es to be offset, as of the date of trial balance, as cer fied by the company accountant; 3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the subject advances or liabli es, as cer fied by the company accountant; and 4. Deed of Assignment signed by the creditor or subscriber assigning the advances as payment for his subscrip on. Note: Item 1 need not be submi ed if payment on subscrip on wos already reflected in the audited financial statements (item 6 of the basic requirements), submit a cer fica on from the auditor iden fying the creditors and the amount owed to each, in lieu of item 1 and the addi onal capital infusion is reflected in the cash flow statement. 14

15 IV. Merger/Consolida on: 1. Ar cles of Merger/Consolida on 2. Plan of Merger/Consolida on 3. List of stockholders of the cons tuent corpora ons before the merger/consolida on and list of stockholders of the cons tuent corpora ons approving the merger/consolida on 4. Cer fica on, under oath, by the corporate secretary, on the mee ngs of the directors and stockholders of the cons tuent corpora ons approving the merger/consolida on 5. Audited financial statements of the cons tuent corpora ons as of the date not earlier than 120 days prior to the date of filling of the applica on in accordance with PFRS 3 (Acoun ng Standard on Business combina on) 6. For absorbed corpora ons: Long-form audit report of item 5 7. List of creditors, if any 8. Cer fica on, under oath, by the president, chief financial officer or treasurer, that creditors have been properly no fied of the proposed merger/consolida on 9. If at least of the cons tuent corpora ons is insolvent: Affidavit of publica on in a newspaper of general circula on of the proposed merger/consolida on. BASIC COMPANY REGISTRATION Note: 1. If the surviving corpora on will not issue shares of stock or create addi onal paid-in capital: Disregard item 6 2. If the merger will be affected via increase of capital stock: Submit also the requirements for increase of Authorized Capital Stock 3. For consolida on: Submit also the requirement for the registra on of a stock or non-stock corpora on V. Increase of Foreign Equity (for corpora ons registered under the Foreign Investment Act) Mode of Payment: a. Assignment of Filipino stockholdings to non-philippine na onals 1. SEC Form No. F-101 or F Original copy of the Deed of Assignment b. Issuance of new stocks from the unsubscribed capital stock 1. SEC Form No. F-101 or F Form F-101 c. Increase or Decrease of authorized capital stock 1. SEC Form No. F-101 or F Requirements for Increase/Decrease of Capital Stock d. Merger or Consolida on 1. SEC Form No. F-101 or F Requirements for merger or consolida on VI. Equity Restructuring: 1. Le er reques ng approval to undergo equity restructuring; 2. Cer fica on, under oath, by the corporate secretary, on the board resolu on approving the equity restructuring plan; and 3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR. VII. Crea on of Addi onal Paid-In Capital: 1. Le er reques ng approval for the crea on of the addi onal paid in the capital; 2. Cer fica on, under oath by the corporate secretary, on the board resolu on approving the crea on of the addi onal paid-in capital; and 3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR. 15

16 BASIC COMPANY REGISTRATION VIII. Cer fica on of Percentage of Ownership: 1. Request for cer fica on; 2. List of stockholders, showing the names, na onali es, amount subscribed and paid-up capital of each stockholder, cer fied by the corporate secretary. 3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and 4. Stock and transfer book of the corpora on (to be presented for verifica on). B. For Partnership: I. Amended Ar cles of Partnership (to change partnership name): 1. Name Verifica on Slip; 2. Amended Ar cles of Partnership; 3. Affidavit of a partner undertaking to change partnership name; and 4. Endorsement/clearance from other government agencies, if applicable. II. Amended Ar cles of Partnership (to change partners): 1. Amended Ar cles of Partnership; and 2. Deed of Assignment of partnership interest/ le er of withdrawal of partner/or affidavit of death of partner. III. For Other Amendments: 1. Amended Ar cles of Partnership IV. Dissolu on of Partnership: 1. Ar cles of Dissolu on; and 2. BIR Tax Clearance. C. For Foreign Corpora ons: I. Deposit or Subs tu on of Securi es Deposited by the Branch Office 1. Cover le er reques ng acceptance of the securi es deposit; 2. Photocopy of the confirma on of sale or original copy of the government bonds; 3. Le er request for earmarking of treasury bills for SEC deposit, stamped received by the Bureau of Treasury; and 4. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR. II. Amendment of License of Foreign Corpora ons: Basic Requirements: 1. Pe on for amendment of license; and 2. Board resolu on approving the amendments. 16 Addi onal Requirements: 1. Amendment of corporate/ partnership name a. Name Verifica on Slip b. Affidavit of a director/ partner undertaking to change company name 2. Change/ Appointment of resident agent a. Board resolu on or le er of appointment b. Acceptance by the resident agent

17 DEPARTMENT OF TRADE AND INDUSTRY Registra on Procedure: BUSINESS NAME REGISTRATION 1. Single proprietorships are required to register a business name with the DTI. Registra on with the DTI is op onal for partnership and corpora ons. However, all three are required to register their business names with the SEC. 2. Pay registra on processing fee 3. Fill-out registra on form as required 4. Obtain registra on form (registra on valid for five (5) years) Business Name Applica on for Single Proprietorship: BASIC COMPANY REGISTRATION 1. Applica ons may be done through DTI s online facility, Web-enabled Business Name Registra on System (WEBNRS) - h p:// Complete BTRCP Form No Documentary Requirements to be submi ed to the DTI Office where the business is located For Filipino ci zen: a. Must be a Filipino ci zen, at least 18 years old. b. Filipinos whose names are sugges ve of alien na onality must submit proof of ci zenship such as birth cer ficate, PRC ID, voter s ID, passport If the applicant has a foreign sounding name acquired Filipino ci zenship by naturaliza on, elec on or by other means provided by law, he must submit proof of his Filipino ci zenship such as: Naturaliza on Cer ficate and Oath of Allegiance Affidavit of Elec on or ID card issued by the Bureau of Immigra on and Deporta on, or Valid ID card issued by the Integrated Bar of the Philippines (IBP) or Professional Regulatory Commission c. Processing fee of Php and Php for documentary stamp d. Payment of the applica on fee can be made at the DTI office indicated in the Transac on Reference Number (TRN) acknowledgment form. For Foreign Investor (Single Proprietorship): a. Photocopy of Alien Cer ficate of Registra on (ACR) updated the current year. Present original for comparison. b. Accomplished DTI Form No. 17 under R.A c. Current wri en appointment of Filipino Resident Agent d. Clearance from other involved agencies such as Department of Science and Technology (DOST), Philippine Na onal Police (PNP), etc. e. In case of alien retailer, current year s permit to engage in retailer business per R.A Note: The registrant should comply with all the requirements for registra on within fi een (15) working days for the applica on to be processed. Otherwise, the applica on shall be considered abandoned. 17

18 LOCAL GOVERNMENT UNIT (Municipal / City Hall / Barangay Hall) BARANGAY CLEARANCE BASIC COMPANY REGISTRATION Note: This is obtained annually within the month of January. The fee and requirements vary per Barangay or village. Requirements: Photocopy of SEC Registra on Ar cles of Incorpora on/partnership By-Laws Loca onal Map of the Business Site Lease of Contract/Agreement/Cer ficate Clearance Applica on Form LOCATIONAL CLEARANCE Note: The fee and requirements vary per Barangay or village. Requirements: Loca on Map Barangay Clearance Lease Contract SEC Registra on documents Occupancy/ Permit (Building / Unit) Business Permit Applica on Form MAYOR S / BUSINESS PERMIT Note: All business establishments are required to secure a Busines Permit or Mayor s Permit before the start of opera ons The permit must be renewed every January, Penal es are imposed a er this period. Every city, municipality and LGU has slightly different procedures, requirements and fees. Requirements: Accomplished Business Permit Applica on Form SEC registra on documents or DTI - Business Name Cer ficate Sketch of the business loca on Loca onal Clearance Fire Safety Inspec on Clearance Sanitary Permit (from City Health Officer) Barangay Clearance If leased, Lease Contract and a ach Mayor s Permit registra on of the building owner/landlord as Real Estate Lessor If owner, a ach Transfer Cer ficate of Title (TCT) or Tax Declara on (photocopy) Registra on fee (the amount depends on the type of business) Community Tax Cer ficate Land Tax Clearance Police Clearance City Trial Court Clearance Health Cer ficate Tax Iden fica on Number 18

19 DEPARTMENT OF ENERGY RENEWABLE ENERGY MANAGEMENT BUREAU RENEWABLE ENERGY SERVICE/OPERATING CONTRACT APPLICATION Nature of RE Contract: An RE Contract is a service agreement between the Government, through the President or the DOE, and an RE Developer over an appropriate period as determined by the DOE in which the RE Developer shall have the exclusive right to explore, develop or u lize a par cular RE area: Provided, that an agreement between the Government and the RE Developer for the explora on, development or u liza on of biomass resources shall be covered by an RE Opera ng Contract only, subject to the provisions of Sec on 25 of this Circular: Provided, further, that JAO No , Series of 2008 under R.A. No shall govern the registra on and accreditaion of biofuel producers, in lieu of an RE Contract. A. Stages of RE Contract: RENEWABLE ENERGY PROJECTS The RE Contract shall be divided into two (2) stages, namely: i. Pre-Development Stage - involves the preliminary assessment and feasibility study up to financial closing of the RE project; and ii. Development/Commercial Stage - involves the development, produc on or u liza on of RE resources, including the construc on and installation of relevant facili es up to the opera on phase of the RE facili es. B. Conversion of RE Contract: i. From Pre-Development Stage to Development Stage/Commercial Stage - Upon declara on of Commerciality by an RE Developer and a er due confi rma on by the DOE, the RE Developer shall apply for the conversion of the RE Contract, prior to its expira on, from Pre-Develoment Stage to Development/ Commercial Stage. The Declara on of Commerciality shall be based on the feasibility studies and/or explora on ac vi es conducted by the RE Developer. ii. From Exis ng Service Contract/Agreement on RE Resources to RE Contracts under the Act. For an Exis ng RE project, the contract holder may elect to convert its Service Contract/ Agreement under applicable laws by applying for an RE Contract under the Act and this Circular. The approval of such applica on shall be carried out on the basis of it prior rights over the contact area. Any individual or juridical en ty with a valid and exis ng service or development contracts and agreements with the DOE/Government for the explora on, development or u liza on of RE resource shall be deemed provisionally registered as an RE Developer under the Act, which registra on shall subsist un l the issuance of DOE Cer ficate of Registra on provided under Sec on 18 of the IRR. For this purpose, the DOE shall issue the corresponding provisional cer ficate of registra on, pursuant to Sec on 39 of the IRR, upon receipt of the RE Developer s le er of intent from conversion to RE Contracts. 19

20 Who may apply: RENEWABLE ENERGY PROJECTS All applicants for the issuance of an RE Contract shall comply with the following requirements: 1. For RE Contract both during Pre-Development and Development/Commercial Stages covering all RE resources and including hybrid systems, the RE Applicant must be a Filipino or, if a corpora on, must be a Filipino corpora on at least sixty percent (60%) of its capitaliza on must be owned by Filipinos and duly registered with the Securi es and Exchange Commission (SEC). 2. In the case of the explora on, development or u liza on of geothermal resources, the applicant may either be a Filipino, natural of juridical, or a foreign corpora on. 3. Consistent with Ar cle XII, Sec on 2 of the 1987 Philippine Cons tu on and applicable exis ng laws, any foreign-owner corpora on duly authorized to operate in the Philippines may apply for an RE Contract in the nature of a financial or technical assistance agreement for large-scale explora on, development or u liza on of geothermal resources. 4. In case the RE applicant is a joint venture or consor um, the partners of the joint verture or the members of the consor um shall organize themselves as a corpora on registered under the Corpora on Code of the Philippines. Checklist of Requirements: I. RE Contract Applica on/proposal A. Legal Requirements: 1. Individual or Single Proprietorship a. Birth Cer ficate - duly authen cated by Na onal Sta s cs Office (NSO) b. Business Permit - cer fied true copy; and c. Department of Trade and Industry (DTI) Registra on (if applicable) 2. Corpora on/joint Venture/Consor um a. Securi es and Exchange Commission (SEC) Registra on - SEC cer fied; b. By-Laws and Ar cles of Incorpora on - SEC cer fied; c. Cer fica on authorizing its representa ve to nego ate with the DOE; d. Business Permit; e. Controlling Stockholders and Percentage of their Holdings; f. Organiza onal - Chart of the Company; g. Parent/Subsidiary/Affiliates (if applicable); and h. Company Profile B. Technical Requirements: 1. Track Record or Experience; 2. Work Program with financial commitment per ac vity; 3. Curriculum Vitae of Management and Technical Personnel; 4. List of Technical Consultants with corresponding Contract between the Developer and Consultants showing their respec ve qualifica ons; and 5. List of exis ng company-owned and leased equipment appropriate for the RE project with corresponding descrip on. C. Financial Requirements: 1. Audited Financial Statement for the last two (2) years and unaudited Financial Statement if the filing date is three (3) months beyond the date of the submi ed Audited Financial Statement; 2. Bank cer fica on to substan ate the cash balance (exact amount in words and numbers); 3. Projected cash flow statement for two (2) years; and 20