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Bangko Sentral ng Pilipinas (BSP) Registration process of Inward Foreign Investments

TIEZA foreign currency transaction BSP guide for Registration process of Inward Foreign Investments

Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: APPENDIX 10
Page 1 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

Procedures and Documentary Requirements for the
Registration of Inward Foreign Investments and Other Investments
A foreign investment is considered BSP-registered upon issuance of a Bangko
Sentral Registration Document (BSRD) by the Bangko Sentral ng Pilipinas (BSP) or a
designated custodian bank.
A. For registration with the BSP
Foreign direct investments and investments in other peso-denominated debt
instruments, under Section 34 and Section 35.4, respectively, of the “Manual” shall
be registered directly with the BSP.
1. Foreign Direct Investments1
The following are the procedures for registration and the requisite supporting
documents:
a. For Cash Investment
The application shall be filed directly with BSP together with the following
supporting documents:
i.

Certificate of inward remittance (CIR) of foreign exchange through an
AAB in the prescribed format (Sample CIR and Guide/Instructions for
Filling-Out CIR Form hereto attached as Appendix 10.1 and
Appendix 10.2, respectively)
Note: Conversion to pesos of the foreign exchange funding the
investment is not required for registration of foreign direct
investments, except for investments in foreign bank branches’
permanently assigned capital where the foreign exchange funding
must be inwardly remitted and converted to pesos at the exchange
rate prevailing at the time of remittance, pursuant to the pertinent
provisions of the Manual of Regulations for Banks (MORB); and

ii. Sworn certification of the officer of the investee firm concerned
attesting to the number of shares and amount paid for the investment
[Suggested format attached as Appendix 10.3A (for Stock
Corporations) and Appendix 10.3B (for Branches/Representative

1

Foreign direct investments required by law to be registered with the Securities and Exchange
Commission or the Bureau of Trade Regulation and Consumer Protection of the Department of
Trade and Industry shall be extended a Bangko Sentral Registration Document (BSRD) upon
endorsement by either agency and submission of required documents.

APPENDIX 10
Page 2 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

Offices/Regional Headquarters/Regional Operating Headquarters)];
and
iii. For investee firms that are corporations/partnerships: Photocopy of
the Certificate of Registration with the Philippine Securities and
Exchange Commission (SEC), Articles of Incorporation/Partnership
and amendments thereto (if any), together with latest General
Information Sheet stamped received by SEC, if any.
For investee firms that are sole proprietorships: Photocopy of
Registration certification from DTI
b. For Investment in Kind
Application for registration shall be filed directly with BSP together with
the following supporting documents:
i. Shipping documents;
ii. Bureau of Customs Import Entry and Internal Revenue Declaration
(IEIRD); and
iii. Sworn certification of the officer of the investee firm concerned
attesting to the number of shares and amount paid for the investment
[Suggested format attached as Appendix 10.3A (for Stock
Corporations) and Appendix 10.3B (for Branches/Representative
Offices/Regional Headquarters/Regional Operating Headquarters)].
The value of investments in kind shall be assessed and appraised by the
BSP before their registration.
c. For investment in financial institutions which are governed and regulated
by the BSP:
Clearance from the Supervision and Examination Sector of the BSP shall
be required in addition to the documentary requirements for investments
in cash or in kind.
d. Investment in Condominium Units
i. Copy of duly accomplished original CIR of foreign exchange;
ii. Condominium Certificate of Title in the name of the foreign investor,
or copy of the Deed of Absolute Sale/Contract to Sell the
condominium unit to the foreign investor; and
iii. Certification from the owner/developer/administrator/property
manager of the condominium attesting to compliance with the
foreign ownership limitation under existing Philippine laws.

APPENDIX 10
Page 3 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

e. Registration as foreign investments of capitalized oil, gas, geothermal
energy exploration/development expenditures
The application for registration shall be filed directly with the BSP
together with the following supporting documents:
i. Government-approved service contract/other contract; and
ii. Copy of the Department of Energy (DOE)/National Power Corporation
(NPC) letter-validation of expenditures showing, among others, the
distribution of validated expenditures among the partners under the
service contract/other contract.
f. Investments funded by foreign loan/s and other payables converted into
equity
i.

ii.
iii.

iv.
v.
vi.

Original CIR of foreign exchange through an AAB in the prescribed
format (Appendix 10.1) for foreign loans not registered with the BSP;
or
Copy of BSP registration for foreign loans registered with the BSP;
Sworn certification from investee firm’s authorized officer attesting to
the number of shares and amount paid for the investment remittable
outward and that such are funded from foreign loans/payables
converted to equity;
Deed of Assignment of foreign loan or other payables;
Latest audited financial statements of investee firm; and
Articles of Incorporation of the investee firm

g. Stock and/or property dividends accruing on BSP-registered investments
in non-PSE-listed firms
i. Copy of BSRD; and
ii. Sworn certification signed by the investee firm’s authorized officer on
the declaration of the stock and/or property dividend, to include
relevant excerpts of the covering: (i) Stockholders’ and Board
Resolutions for stock dividends; and (ii) Board Resolution for property
dividends.
h. Stock splits/reverse stock splits on BSP-registered investments in
non-PSE-listed firms
i. Copy of BSRD; and
ii. Sworn certification signed by the investee firm’s authorized officer
declaring the stock split/reverse stock split, to include relevant
excerpts of the covering Stockholders’ and Board Resolutions

APPENDIX 10
Page 4 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

i.

Investments where funding is recorded under the “Deposits for Stock
Subscription” (DSS) account and are recorded as equity in the investee
firm’s books in accordance with pertinent rules of the SEC.
i.

ii.

iii.

iv.

v.

Original CIR of foreign exchange issued by an AAB in the prescribed
format (Appendix 10.1); If a portion of the funds covered by the CIR
previously funded another investment that was registered with the
BSP, a copy of the CIR may be submitted;
Copy of BSRD if only a portion of the inward remittance funded an
investment registered with the BSP, and the remaining funding is
recorded as DSS in the investee firm’s books;
Copy of SEC approval of the increase in authorized capital stock of the
investee firm that will accommodate the number of shares covered by
the investment for registration, Certificate of Registration with the
SEC, Articles of Incorporation/Partnership and amendments thereto,
together with latest General Information Sheet received by SEC;
Sworn certification signed by the investee firm’s authorized officer
attesting to the number of shares and amount paid for the investment
and that such investment was funded by inward remittance of foreign
exchange recorded under the DSS account and booked as equity by
the investee firm; and
Copy of audited financial statements showing that the funding for the
investment was recorded as equity in the investee firm’s books under
the DSS account.

2. Investments in Other Peso-denominated Debt Instruments
Investments in other peso-denominated debt instruments issued onshore by
private resident firms (such as bonds/notes, bills payables, non-participating
preferred shares), and not covered by Section 23 of the Manual, shall be
registered directly with the BSP supported by the following documents:
a. Original CIR of foreign exchange and its conversion to pesos through
an AAB in the prescribed form (Appendix 10.1); and
b. Contract/Certificate of investment
For bonds/notes issued by private domestic firms that were purchased from
local banks, the following additional documents shall be required:
a. Copies of bonds/notes; and
b. Purchase Price Letter/Agreement

APPENDIX 10
Page 5 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

For foreign investments in non-participating preferred shares, the following
additional document/s shall be required:
Purchase invoice, or subscription agreement and/or proof of listing in the
local stock exchange for new/additional issues/stock rights
3. Investment in bonds/notes converted into equity shares in PSE-listed
companies
a. Original CIR of foreign exchange issued by an AAB in the prescribed
format (Appendix 10.1) for proceeds of foreign loans not registered with
the BSP; or Copy of BSP registration for foreign loans registered with the
BSP;
b. Bond/Note Offering Circular for bonds/notes not registered with the BSP;
c. Sworn certification from investee firm’s authorized officer attesting to the
number of shares issued and amount paid for the investment and that
such are funded from foreign loans/payables converted to equity;
d. Notice of Bond Conversion from the Agent showing the amount of bonds
converted, equivalent number of shares, conversion price and conversion
date;
e. Latest audited financial statements of investee firm; and
f. Articles of Incorporation of the investee firm and latest General
Information Sheet submitted to SEC.
4. Reinvestment of peso divestment/sales proceeds or dividends/profits/
earnings of duly registered investments (The following documentation
requirements are in lieu of the CIR and in addition to the required
documentation for the specific form/type of reinvestment)
For divestment/sales proceeds
a. Original BSRD;
b. Sworn certification signed by the original investee firm’s authorized
officer attesting to the divestment/sale by the foreign investor; and
c. Proof of divestment/sale for direct investment/s; or
d. Matured contract/certificate of investment/proof of redemption for
money market instruments
For dividends/profits/earnings
a. Copy of BSRD; and
b. Sworn certification signed by the investee firm’s authorized officer
declaring the dividends or distribution of profits, to include relevant
excerpts of the covering Board Resolution; or

APPENDIX 10
Page 6 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

c. Proof of interest/coupon payments for investment/s in money market
instruments
5. BSP-registered investments sold/transferred to another foreign investor if
payment is made offshore in foreign exchange
a. Original BSRD;
b. Sworn certification from the authorized officer of the investee firm,
attesting to the transfer/assignment of the investments from the
selling foreign investor to the buyer, in the books of the investee firm;
and
c. Deed of Sale/Assignment
Replacement of Lost BSRDs
a. Letter request from the foreign investor or his duly authorized
representative;
b. Affidavit of Loss from the foreign investor or his duly authorized
representative attesting to the following:
i. Loss of the original BSRD;
ii. Reason for the loss;
iii. Affirmation that they have exercised diligent search for the
document/s declared lost;
iv. That the investment is still intact and existing to date;
v. The outstanding balance of the investment, net of repatriation, if any
vi. The registration number/s and date/s registered;
vii. The number of shares registered under each registration and
percentage of the foreign investment to the total shares subscribed
and paid up, as applicable.
c. Letter authority from the foreign investor for the replacement of the lost
BSRD if the request and affidavit of loss are accomplished and signed by
the duly authorized representative.
B. For Registration with Custodian Banks
Custodian banks designated by the foreign investors shall register, in behalf of
the BSP, the following:
1.
Non-resident investments in peso-denominated government securities,
PSE-listed securities of Philippine residents, and peso time deposits with tenor of at
least 90 days (Items 1, 2, and 3 under Section 35 of the Manual); and

APPENDIX 10
Page 7 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

2.
Non-resident investments in PSE-listed equity securities issued by
non-residents.
The duplicate copy of the BSRD issued by custodian banks, together with the
requisite supporting documents enumerated in this Appendix, shall be submitted to
the BSP-IOD within two (2) banking days from date of registration for post audit
purposes. The original BSRD shall remain in the custody of the issuing custodian
bank.
I. Rules on issuance of BSRDs by custodian banks
The following rules shall govern the registration of investments with custodian
banks:
1. A BSRD shall be issued by a custodian bank to a non-resident for all his
investments in peso-denominated government securities, PSE-listed
securities of residents, and peso time deposits.
A separate BSRD (with the suffix “NR” in the registration number) shall be
issued by a custodian bank to a non-resident exclusively for all his
investments in PSE-listed equity securities issued by non-residents.
Registered investments shall be reported by the custodian bank to the
BSP-IOD within two (2) banking days from transaction date under the
prescribed report form/s.
2. All changes in composition of investments shall be reflected in the same
BSRD.
3. For registration purposes, the following shall be annotated on the
appropriate BSRD:
a. Additional investments funded by inward remittances of FX as well as
those involving upliftment/transfer to PSE of shares issued by
non-residents and previously listed in an international exchange; and
b. Changes in the composition of registered investments that do not
involve inward remittance of foreign exchange, such as stock dividends,
stock splits, or reverse stock splits.
The above shall be reported to the BSP-IOD by the custodian bank within
two (2) banking days from transaction date under the prescribed report form.
II. Documentary Requirements for Registration of Investments:

APPENDIX 10
Page 8 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

1. Investments in peso-denominated government securities (GS)
a. Accredited dealer’s Confirmation of Sale (COS);
b. Original CIR of foreign exchange and its conversion to pesos through an
AAB in the prescribed format (Appendix 10.1); and
c. “Authority to Disclose Information” in the prescribed format
(Appendix 10.4).
2. Investments in PSE-listed securities of residents
The application for registration shall be supported by the following
documents:
a. For new/additional investments:
i.

Purchase invoice, or subscription agreement and/or proof of listing in
the local stock exchange for new/additional issues/stock rights; and

ii. Original CIR of foreign exchange and its conversion to pesos through
an AAB in the prescribed format (Appendix 10.1).
iii. “Authority to Disclose Information” in the prescribed format
(Appendix 10.4)
iv. For annotation the BSRD of stock dividends which accrued to
registered investments:
PSE Notice (Circular for Brokers) announcing the stock dividend
declaration

b. For annotation on the BSRD of stock splits/reverse stock splits:
PSE Notice (Circular for Brokers) announcing the stock split/reverse stock
split
3. Investments in peso time deposits with tenor of at least 90 days
a. Certification of peso time deposit;
b. Original CIR of foreign exchange and its conversion to pesos through an
AAB in the prescribed format (Appendix 10.1); and
c. “Authority to Disclose Information” in the prescribed format
(Appendix 10.4).

APPENDIX 10
Page 9 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

4. Non-resident investments in equities issued by non-residents previously
listed in an international exchange and subsequently uplifted/transferred
to PSE
a. Proof of transfer of shares [e.g., certificate of lodgement with the
Philippine Depository and Trust Corp. (PDTC)] with details, including the
following: number of shares transferred and par value of securities;
b. “Authority to Disclose
(Appendix 10.4)

Information”

in

the

prescribed

format

c. For annotation on the BSRD of stock dividends which accrued to
registered investments:
PSE Notice (Circular for Brokers) announcing the stock dividends
d. For annotation on the BSRD of stock splits/reverse stock splits:
PSE Notice (Circular for Brokers) announcing the stock split/reverse stock
split
5. Non-resident investments in PSE-listed equity securities issued by nonresidents
a. Original CIR of foreign exchange showing conversion to pesos through an
AAB in the prescribed form (Appendix 10.1); and
b. Purchase invoice or Subscription agreement and/or proof of listing at the
PSE for new/additional issues/stock rights.
c. “Authority to Disclose
(Appendix 10.4)

Information”

in

the

prescribed

format

d. For annotation on the BSRD of stock dividends which accrued to
registered investments:
PSE Notice (Circular for Brokers) announcing the stock dividends
e. For annotation on the BSRD of stock splits/reverse stock splits:
PSE Notice (Circular for Brokers) announcing the stock split/reverse stock
split

APPENDIX 10
Page 10 of 10
(As clarified by Circular Letter No. CL-2010-009 dated 5 Feb 2010, and as amended by Circular Nos. 742 dated 21 Nov 2011,
794 dated 18 Apr 2013, 815 dated 18 Oct 2013, 818 dated 06 Nov 2013, 838 dated 20 Jun 2014, 918 dated 2 Aug 2016 and
937 dated 27 Dec 2016)

6. Reinvestment of peso divestment/sales proceeds or dividends/profits/
earnings of duly registered investments
For divestment/sales proceeds:
a. Original BSRD-Letter Advice; and
b. Proof of redemption of GS; or Broker’s sales invoice; or Matured
certificate of peso time deposit, as applicable
For dividends/profits/earnings:
a. Original BSRD-Letter Advice; and
b. PSE Notice (Circular for Brokers) announcing the issuance of cash
dividend for PSE-listed securities; or proof of interest/coupon payments
for investment/s in GS and peso time deposits
III. Surrender of BSRD
Whenever the BSP-registered investments have been fully divested
(redeemed/sold/withdrawn) by the foreign investor, the custodian bank shall
surrender the original BSRD to the BSP for cancellation within two (2) banking days
from date of full remittance of divestment proceeds.
 
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