Perez Go Cimafranca Avanzado & Associates
   CPA-Lawyer-Male Supermodel-Ninja

   Graduated BS-Accountancy 2000 from USC

   Graduated BS-Law 2005 from USC

   Professor: Taxation, Financial Accounting,
    Cost Accounting, Auditing
   Partner – Perez Go Cimafranca Avanzado &
    Associates

   Vice-president – Thrustpoint Consulting, Inc.

   Partner – Maverick Ideas

   Areas of Specialty: Corporate Law & Information Technology,
    Business Development and Organizational Structuring
But he did not understand the
price. Mortals never do.

But the price of getting what
you want is getting what you
once wanted.


- Neil Gaiman
   Why???

      Separate source of income

      Be your own boss

      Fulfill your dreams and your purpose

      Save the world

      Rule the world
   Why not??

      Risks – It could fail

      No stability

      Waiting game
   When?

      When the timing is right.
       When you have enough capital

       When you have enough time

       When you have the right team

       When you have the right attitude
         Determination
         Patience
         Appetite for risk
He who knows when he can
fight and when he cannot, will
be victorious

-Sun Tzu
 KNOW   THE TERRAIN

  KNOW   YOURSELF

 KNOW   THE ENEMY
   Know the TERRAIN:

      Who is your market?

      What does the market want?

      What does the market need?

      Existing technology

      New technology
   Know the TERRAIN:

      Will the market buy your idea?

      Is your idea being supplied by existing products?
         If yes, is their product good? Will they have product
          loyalty? Can you fill a need or want that they can’t?

      Does the government provide incentives / restrictions?
   Android was founded on 2003 by Andy Rubin,
    Rich Miner, Nick Sears and Chris White
   It was acquired by Google on 2005
   Patent applications were filed on 2007
   “Believe it or not, there were quite a few hardware
    devices that ran Google Android, even before the
    new T-Mobile G1. At the Mobile World
    Conference, held in February 2008,at least three
    cell phone prototypes were running simple
    Android applications. At the Google IO
    conference in May, a cellphone with a touch
    screen, Qualcomm processor, 256 MB of flash,
    and 128 MB of RAM was unveiled.”
   Know YOURSELF

    ◦ Abilities, knowledge, training

      Workhorse

      Rainmaker

      Bean-counter
   Know YOURSELF
    ◦ Funds

        Personal savings

        Loan from friends and family

        Loan from the bank and from microfinance

        Sell existing assets

        Investment from other people
   Know YOURSELF
    ◦ Equipment & Technology

        How many developers / staff?

        Can I get by on good enough or should I have the best?

        Licensed, Freeware, or Pirate Bay?

        Am I in the graphics & design industry?

        What can I get for free?

        LIST IT ALL DOWN
   Know YOURSELF
    ◦ Allies

         Partners

         Investors

         Employees

         Suppliers

         Customers
   Know YOURSELF

    ◦ Product and Services

        Product or Service or Both?

        Canned product or SAAS or hybrid?

        How will my product make life easier for my client?

        Pricing

        Support
   Know your “E N E M Y”

    ◦ Who is the competition? Who are they
      serving? What are their products?
        Case Study: Google vs. Apple vs. Microsoft

    ◦ Goals: What do I want to achieve with my
      business?
        Self-fulfillment goals
        Professional goals
        Monetary goals
   In other words, make a FEASIBILITY STUDY

    ◦ Qualitative – Example: SWOT Analysis

    ◦ Quantitative –

      Investment Costs, ROI

      Projected Financial Statements

      Project for the next 3 years
Management of many is the
same as management of few.
It is a matter of organization.

- Sun Tzu
   What entity to use?

    ◦ Single proprietorship

    ◦ Partnership

    ◦ Corporation
   Sole proprietorship

    ◦ Only one person owns the business

    ◦ No separate juridical entity

    ◦ Register with the DTI for formal recognition

    ◦ Income Tax Rate: 10 to 30%
   Partnership

    ◦ At least 2 people

    ◦ No separate juridical entity

    ◦ Register with SEC for formal recognition

    ◦ Income tax rate: 30%
   Corporation

    ◦ At least 5 people

    ◦ Separate juridical entity
       Obligations of the company are not obligations of the
        stockholders

    ◦ Register with SEC for formal recognition

    ◦ Income tax rate: 30%
   Should I have partners?
    ◦ Are you a team player? Are you a dictator?


   Should I have investors?
    ◦ Can you raise the capital on your own?
    ◦ Can you afford to pay back the capital?


   Should I have a foreign partner / investor?
         What is his involvement? Funds, industry, or both?
         How much can he put in?
         Do I trust him? Does he trust me?
         Safeguards
   3 Main Functions of Businesses

    ◦ Operations / Production (Workhorse)

    ◦ Sales & Marketing (Rainmaker)

    ◦ Administration (Bean-counter)

          Human Resource
          Accounting
          Treasury
          Custodian & Maintenance
   Employees

      Partners

      Regular employees

      Sub-contractors

      Outsourced admin. staff

      Other considerations: wages, benefits, training,
       loyalty, discipline
"It is difficult to realize the
true Way just through sword-
fencing. Know the smallest
things and the biggest things,
the shallowest things and the
deepest things."

- Musashi Miyamoto
   Fixed Assets                 Monthly Expenses
    ◦ Land                            Wages
    ◦ Buildings                       Rent
    ◦ Leasehold                       Utilities
      Improvements                    Marketing expenses
    ◦ Vehicles
    ◦ Furnitures & Fixtures
    ◦ Office Equipment
   Must have enough funds to last you 6 months
    to 1 year even without income.

   Give yourself a salary, enough to meet your
    monthly living expenses

   Always invest back into the company for its
    long term expansion

   Give yourself a bonus.

   Company savings / rainy day fund
   Tax-planning

    ◦ VAT or percentage tax?

    ◦ Income tax or special rates?

    ◦ Export?

    ◦ Special Benefits (BOI, PEZA, RHQ / ROHQ)
Sample Finance Plan
"When you decide to attack,
keep calm and dash in quickly,
forestalling the enemy...attack
with a feeling of constantly
crushing the enemy, from first
to last."

-Musashi Miyamoto
   Base of operations / Principal Office
   Find out the requirements:
      DTI / SEC
        Name reservation
        Articles of Partnership / Articles of Incorporation + By-
         laws
      BIR
        Registration Fees (TIN)
        Documentary Stamp Tax
      Local government
        Business permit
   Employee benefits
        SSS
        Philhealth
        HDMF / Pag-ibig

   Bank
        Treasurer-in-trust account

   For businesses with special licenses
          BOI
          PEZA
          TESDA
          Etc.
   Draft your Articles and prepare your requirements

   Reserve your business name
    ◦ www.sec.gov.ph
    ◦ www.dti.gov.ph

   Deposit the “show-money” with your bank
       Do not put all your money in, paralyzing operations

   Finalize your Articles and clean up your
    presentation

   Submit with the SEC / DTI
   Follow-up

   After Certificate is released:
         Release of bank funds
         Get TIN from the BIR & register your books of account
         Get business permit
         Register with SSS, Philhealth, & Pag-Ibig
         Print official receipt
         Alien employment permit, if you have foreigner
          employees / partners

   Find out the periodic compliances – set deadlines and
    schedules
All men dream: but not equally.
Those who dream by night in the
dusty recesses of their minds
wake up in the day to find it was
vanity, but the dreamers of the
day are dangerous men, for they
may act their dreams with open
eyes, to make it possible."

-T.E. Lawrence
Unit 5 Merjen Bldg., Gun-ob,
Lapulapu City, Cebu
Telefax No. (6332) 340-4689
jan.perez@pgcalaw.ph

Unit F Ground Floor, W Tower
39th Street North, Bonifacio Triangle
Bonifacio Global City
1634 Taguig, Philippines
Telefax: +6325001308

[Philippines] Learn About Setting Up a Company

  • 1.
    Perez Go CimafrancaAvanzado & Associates
  • 2.
    CPA-Lawyer-Male Supermodel-Ninja  Graduated BS-Accountancy 2000 from USC  Graduated BS-Law 2005 from USC  Professor: Taxation, Financial Accounting, Cost Accounting, Auditing
  • 3.
    Partner – Perez Go Cimafranca Avanzado & Associates  Vice-president – Thrustpoint Consulting, Inc.  Partner – Maverick Ideas  Areas of Specialty: Corporate Law & Information Technology, Business Development and Organizational Structuring
  • 4.
    But he didnot understand the price. Mortals never do. But the price of getting what you want is getting what you once wanted. - Neil Gaiman
  • 5.
    Why???  Separate source of income  Be your own boss  Fulfill your dreams and your purpose  Save the world  Rule the world
  • 6.
    Why not??  Risks – It could fail  No stability  Waiting game
  • 7.
    When? When the timing is right.  When you have enough capital  When you have enough time  When you have the right team  When you have the right attitude  Determination  Patience  Appetite for risk
  • 8.
    He who knowswhen he can fight and when he cannot, will be victorious -Sun Tzu
  • 9.
     KNOW THE TERRAIN  KNOW YOURSELF  KNOW THE ENEMY
  • 10.
    Know the TERRAIN:  Who is your market?  What does the market want?  What does the market need?  Existing technology  New technology
  • 11.
    Know the TERRAIN:  Will the market buy your idea?  Is your idea being supplied by existing products?  If yes, is their product good? Will they have product loyalty? Can you fill a need or want that they can’t?  Does the government provide incentives / restrictions?
  • 12.
    Android was founded on 2003 by Andy Rubin, Rich Miner, Nick Sears and Chris White  It was acquired by Google on 2005  Patent applications were filed on 2007  “Believe it or not, there were quite a few hardware devices that ran Google Android, even before the new T-Mobile G1. At the Mobile World Conference, held in February 2008,at least three cell phone prototypes were running simple Android applications. At the Google IO conference in May, a cellphone with a touch screen, Qualcomm processor, 256 MB of flash, and 128 MB of RAM was unveiled.”
  • 13.
    Know YOURSELF ◦ Abilities, knowledge, training  Workhorse  Rainmaker  Bean-counter
  • 14.
    Know YOURSELF ◦ Funds  Personal savings  Loan from friends and family  Loan from the bank and from microfinance  Sell existing assets  Investment from other people
  • 15.
    Know YOURSELF ◦ Equipment & Technology  How many developers / staff?  Can I get by on good enough or should I have the best?  Licensed, Freeware, or Pirate Bay?  Am I in the graphics & design industry?  What can I get for free?  LIST IT ALL DOWN
  • 16.
    Know YOURSELF ◦ Allies  Partners  Investors  Employees  Suppliers  Customers
  • 17.
    Know YOURSELF ◦ Product and Services  Product or Service or Both?  Canned product or SAAS or hybrid?  How will my product make life easier for my client?  Pricing  Support
  • 18.
    Know your “E N E M Y” ◦ Who is the competition? Who are they serving? What are their products?  Case Study: Google vs. Apple vs. Microsoft ◦ Goals: What do I want to achieve with my business?  Self-fulfillment goals  Professional goals  Monetary goals
  • 19.
    In other words, make a FEASIBILITY STUDY ◦ Qualitative – Example: SWOT Analysis ◦ Quantitative –  Investment Costs, ROI  Projected Financial Statements  Project for the next 3 years
  • 20.
    Management of manyis the same as management of few. It is a matter of organization. - Sun Tzu
  • 21.
    What entity to use? ◦ Single proprietorship ◦ Partnership ◦ Corporation
  • 22.
    Sole proprietorship ◦ Only one person owns the business ◦ No separate juridical entity ◦ Register with the DTI for formal recognition ◦ Income Tax Rate: 10 to 30%
  • 23.
    Partnership ◦ At least 2 people ◦ No separate juridical entity ◦ Register with SEC for formal recognition ◦ Income tax rate: 30%
  • 24.
    Corporation ◦ At least 5 people ◦ Separate juridical entity  Obligations of the company are not obligations of the stockholders ◦ Register with SEC for formal recognition ◦ Income tax rate: 30%
  • 25.
    Should I have partners? ◦ Are you a team player? Are you a dictator?  Should I have investors? ◦ Can you raise the capital on your own? ◦ Can you afford to pay back the capital?  Should I have a foreign partner / investor?  What is his involvement? Funds, industry, or both?  How much can he put in?  Do I trust him? Does he trust me?  Safeguards
  • 26.
    3 Main Functions of Businesses ◦ Operations / Production (Workhorse) ◦ Sales & Marketing (Rainmaker) ◦ Administration (Bean-counter)  Human Resource  Accounting  Treasury  Custodian & Maintenance
  • 27.
    Employees  Partners  Regular employees  Sub-contractors  Outsourced admin. staff  Other considerations: wages, benefits, training, loyalty, discipline
  • 28.
    "It is difficultto realize the true Way just through sword- fencing. Know the smallest things and the biggest things, the shallowest things and the deepest things." - Musashi Miyamoto
  • 29.
    Fixed Assets  Monthly Expenses ◦ Land  Wages ◦ Buildings  Rent ◦ Leasehold  Utilities Improvements  Marketing expenses ◦ Vehicles ◦ Furnitures & Fixtures ◦ Office Equipment
  • 30.
    Must have enough funds to last you 6 months to 1 year even without income.  Give yourself a salary, enough to meet your monthly living expenses  Always invest back into the company for its long term expansion  Give yourself a bonus.  Company savings / rainy day fund
  • 31.
    Tax-planning ◦ VAT or percentage tax? ◦ Income tax or special rates? ◦ Export? ◦ Special Benefits (BOI, PEZA, RHQ / ROHQ)
  • 32.
  • 33.
    "When you decideto attack, keep calm and dash in quickly, forestalling the enemy...attack with a feeling of constantly crushing the enemy, from first to last." -Musashi Miyamoto
  • 34.
    Base of operations / Principal Office  Find out the requirements:  DTI / SEC  Name reservation  Articles of Partnership / Articles of Incorporation + By- laws  BIR  Registration Fees (TIN)  Documentary Stamp Tax  Local government  Business permit
  • 35.
    Employee benefits  SSS  Philhealth  HDMF / Pag-ibig  Bank  Treasurer-in-trust account  For businesses with special licenses  BOI  PEZA  TESDA  Etc.
  • 36.
    Draft your Articles and prepare your requirements  Reserve your business name ◦ www.sec.gov.ph ◦ www.dti.gov.ph  Deposit the “show-money” with your bank  Do not put all your money in, paralyzing operations  Finalize your Articles and clean up your presentation  Submit with the SEC / DTI
  • 37.
    Follow-up  After Certificate is released:  Release of bank funds  Get TIN from the BIR & register your books of account  Get business permit  Register with SSS, Philhealth, & Pag-Ibig  Print official receipt  Alien employment permit, if you have foreigner employees / partners  Find out the periodic compliances – set deadlines and schedules
  • 38.
    All men dream:but not equally. Those who dream by night in the dusty recesses of their minds wake up in the day to find it was vanity, but the dreamers of the day are dangerous men, for they may act their dreams with open eyes, to make it possible." -T.E. Lawrence
  • 39.
    Unit 5 MerjenBldg., Gun-ob, Lapulapu City, Cebu Telefax No. (6332) 340-4689 jan.perez@pgcalaw.ph Unit F Ground Floor, W Tower 39th Street North, Bonifacio Triangle Bonifacio Global City 1634 Taguig, Philippines Telefax: +6325001308