菲律宾外商投资法Word文档下载推荐.docx

1、a. Act shall refer to Republic Act 7042 entitled An Act to Promote Foreign Investments, Prescribe the Procedures for Registering Enterprises Doing Business in the Philippines, and for Other Purposes, also known as the Foreign Investments Act of 1991, as amended.b. Philippine national shall mean a ci

2、tizen of the Philippines or a domestic partnership or association wholly owned by the citizens of the Philippines; or a corporation organized under the laws of the Philippines of which at least sixty percent 60% of the capital stock outstanding and entitled to vote is owned and held by citizens of t

3、he Philippines; or a trustee of funds for pension or other employee retirement or separation benefits, where the trustee is a Philippine national and at least sixty percent 60% of the fund will accrue to the benefit of the Philippine nationals; Provided, that where a corporation its non-Filipino sto

4、ckholders own stocks in a Securities and Exchange Commission SEC registered enterprise, at least sixty percent 60% of the capital stock outstanding and entitled to vote of both corporations must be owned and held by citizens of the Philippines and at least sixty percent 60% of the members of the Boa

5、rd of Directors of each of both corporation must be citizens of the Philippines, in order that the corporation shall be considered a Philippine national. The control test shall be applied for this purpose.Compliance with the required Filipino ownership of a corporation shall be determined on the bas

6、is of outstanding capital stock whether fully paid or not, but only such stocks which are generally entitled to vote are considered.For stocks to be deemed owned and held by Philippine citizens or Philippine nationals, mere legal title is not enough to meet the required Filipino equity. Full benefic

7、ial ownership of the stocks, coupled with appropriate voting rights is essential. Thus, stocks, the voting rights of which have been assigned or transferred to aliens cannot be considered held by Philippine citizens or Philippine nationals.Individuals or juridical entities not meeting the aforementi

8、oned qualifications are considered as non-Philippine nationals.c. Foreign corporation shall mean one which is formed, organized or existing under laws other than those of the Philippines.Branch office of a foreign company carries out the business activities of the head office and derives income from

9、 the host country.Representative or liaison office deals directly, with the clients of the parent company but does not derive income from the host country and is fully subsidized by its head office. It undertakes activities such as but not limited to information dissemination and promotion of the co

10、mpanys products as well as quality control of products.d. Investment shall mean equity participation in any enterprise organized or existing under the laws of the Philippines. It includes both original and additional investments, whether made directly as in stock subscription, or indirectly through

11、the transfer of equity from one investor to another as in stock purchase. Ownership of bonds including income bonds, debentures, notes or other evidences of indebtedness does not qualify as investments.The purchase of stock options or stock warrants is not an investment until the holder thereof exer

12、cises his option and actually acquires stock from the corporation.e. Foreign investment shall mean an equity investment made by a non-Philippine national; Provided, however, That for purposes of determining foreign ownership, peso investments made by non-Philippine nationals shall be considered; Pro

13、vided, further, That only foreign investments in the form of foreign exchange and/or other assets actually transferred to the Philippines and duly registered with the Central Bank （CB） and profits derived therefrom can be repatriated; and Provided, finally, That, for purposes of Section 8 of the Act

14、, and Rule VIII, Section 6 of these Rules and Regulations, Existing Foreign Investments shall mean an equity investments made by a non-Philippine national duly registered with the SEC or the Bureau of Trade Regulation and Consumer Protection （BTRCP） in the form of foreign exchange and/or other asset

15、s transferred to the Philippines.f. Doing business shall include soliciting orders, service contracts, opening offices, whether liaison offices or branches; appointing representatives or distributors, operating under full control of the foreign corporation, domiciled in the Philippines or who in any

16、 calendar year stay in the country for a period totaling one hundred eighty 180 days or more; participating in the management, supervision or control of any domestic business, firm, entity or corporation in the Philippines; and any other act or acts that imply a continuity of commercial dealings or

17、arrangements, and contemplate to that extent the performance of acts or works, or the exercise of some of the functions normally incident to and in progressive prosecution of commercial gain or of the purpose and object of the business organization.The following acts shall not be deemed doing busine

18、ss in the Philippines:1. Mere investment as a shareholder by a foreign entity in domestic corporations duly registered to do business, and/or the exercise of rights as such investor;2. Having a nominee director or officer to represent its interest in such corporation;3. Appointing a representative o

19、r distributor domiciled in the Philippines which transacts business in the representatives or distributors own name and account;4. The publication of a general advertisement through any print or broadcast media;5. Maintaining a stock of goods in the Philippines solely for the purpose of having the s

20、ame processed by another entity in the Philippines;6. Consignment by a foreign entity of equipment with a local company to be used in the processing of products for export;7. Collecting information in the Philippines; and8. Performing services auxiliary to an existing isolated contract of sale which

21、 are not on a continuing basis, such as installing in the Philippines machinery it has manufactured or exported to the Philippines, servicing the same, training domestic workers to operate it, and similar incidental services.g. Export enterprise shall mean an enterprise wherein a manufacturer, proce

22、ssor or service including tourism enterprise exports sixty percent 60% or more of its output, or wherein a trader purchases products domestically and exports sixty percent 60% or more of such purchases.h. Exports shall mean the volume of the Philippine port F. O. B. peso value, determined from invoi

23、ces, bills of lading, inward letters of credit, loading certificates, and other commercial documents, of products exported directly by an export enterprise or the value of services including tourism sold by service-oriented enterprises to non-resident foreigners or the net selling price of export pr

24、oducts sold by an export enterprise to another export enterprise that subsequently exports the same; Provided, That sales of export products to another export enterprise shall only be deemed exports when actually exported by the latter, as evidenced by loading certificates or similar commercial docu

25、ments; and Provided, finally, That without actual exportation, the following shall be considered constructively exported for purposes of the Act: 1 sales of products to bonded manufacturing warehouses of export enterprises; 2 sales of products to export processing zone enterprises; 3 sales of produc

26、ts to export enterprises operating bonded trading warehouses supplying raw materials used in the manufacture of export products; and 4 sales of products to foreign military bases, diplomatic missions and other agencies and/or instrumentalities granted tax immunities of locally manufactured, assemble

27、d or repacked products whether paid for in foreign currency or pesos funded from inwardly remitted foreign currency.Sales of locally manufactured or assembled goods for household and personal use to Filipinos abroad and other non-residents of the Philippines as well as returning overseas Filipinos u

28、nder the Internal Export Program of the Government and paid for in convertible foreign currency inwardly remitted through the Philippine banking system shall also be considered exports.i.Output shall refer to the export enterprises total sales in a taxable year. The term sales shall refer to the val

29、ue in case of heterogeneous products and volume in case of homogeneous products.Heterogeneous products shall refer to products of different kinds and characteristics as well as to those of the same kind but with various categories using different units of measurement.Homogeneous products shall refer

30、 to products of the same kind or category using a common unit of measurement.j.Export ratio shall refer to:1. the percentage share of the volume or peso value of goods exported to the total volume or value of goods sold in any taxable year if the export enterprise is engaged in manufacturing or proc

31、essing;2. the percentage share of the peso value of services sold to foreigners to total earnings or receipts from the sale of its services from all sources in any taxable year if the export enterprise is service-oriented; Value of services sold shall refer to the peso value of all services rendered by an export enterprise to foreigners that are paid for in foreign currency and/or pesos funded from inwardly remitted foreign currency as properly documented by the export enterprise; or3. the