Registration Briefing Harage Group Inc

1. Who We Are

President and CEO

Emmanuel Courage Uduaghan

Vice President and COO

Happiness Edna Uduaghan

Nationality

Nigerian nationals, Philippines residents for nearly 12 years

Current Status

Tourist visa. Targeting 9(g) working visa and AEP once company is registered and operational.

Registered Address

Virtual office, Pasig City, Manila. To be secured before registration.

2. Company Structure

Harage Group Inc is a single corporate entity, not a holding company. All business activities operate as branches under one company with one SEC registration, one BIR registration, and one consolidated tax filing. Each branch maintains its own branch accounting. Confirmed by Atty. Abapo, July 24, 2026.

Primary Activity

Happy's Cuisine and Chopsie

Nigerian cloud kitchen. Cooking Tuesdays, Wednesdays, and Fridays. WhatsApp orders, Lalamove delivery. Branch Mayor's Permit required when physical kitchen location is secured.

Primary Activity

Harage Residences

Short-term rental accommodation via Airbnb. Rental arbitrage model. Each unit location requires its own Mayor's Permit per LGU.

Primary Activity

Houma Services

On-demand home services technology platform. Operates under the Harage Group Inc virtual address. No physical branch required at this stage.

Primary Activity

Real Estate Development

Must be listed as a primary purpose so all real property held by Harage Group Inc is classified as an ordinary asset, not a capital asset. Per BIR Revenue Regulations No. 7-2003. Confirmed by Atty. Abapo.

Primary Activity

Transportation, Logistics, and Events

Arrangement of guest transport, airport transfers, logistics services, and event catering operations. To be structured as arranging transport and services, not owning vehicles, as flagged by Atty. Abapo. Trade name to be determined. Harage Group Inc used in the interim.

Trade names registered as doing business as names under the corporate name: Happy's Cuisine and Chopsie, Harage Residences, Houma Services. Real estate and transportation operating under Harage Group Inc until trade names are determined.

3. Ownership and Officers

Proceeding with a 60/40 Filipino-owned structure. No minimum paid-up capital requirement. Previous Filipino associates are no longer part of the plan. Rx Mendinueto, a trusted Filipino friend, has agreed to serve as Business Development Manager and Corporate Secretary.

President and CEO

Emmanuel Courage Uduaghan

Nigerian national, Philippine resident since 2014

Vice President, COO and Treasurer

Happiness Edna Uduaghan

Nigerian national, Philippine resident since 2014

Business Development Manager and Corporate Secretary

Rx Mendinueto

Filipino citizen and Philippine resident. Majority shareholder and key partner.

Declared paid-up capital: P100,000 backed by existing Happy's Cuisine kitchen assets cooking equipment, fridge, oven, packaging materials, and startup costs. No cash deposit required.

A shareholders agreement drafted by a corporate lawyer will be signed by all three parties before SEC filing. It covers share rights, the investor share sale plan, protections for all parties, and compensation structure.

4. Timeline

Now

Finalising Manila virtual address in Pasig City. Awaiting confirmation from Filipino associates. All documents being prepared.

Nov 2026

Pay Comply.ph through portal. SEC and BIR formation begins immediately.

Jan 2027

Mayor's Permit filed for Pasig City virtual address. Corporate bank account opened. Company fully operational on paper. BIR registration completed within 30 days of SEC formation.

Feb-Apr 2027

9(g) working visa and AEP application for Emmanuel and Happiness as President and Vice President of an active registered company.

Year 3-5

Revisit ownership structure. Explore SIRV at $75,000 investment threshold. Pursue IPO pathway as business scales.

5. Confirmed by Attorney

✓Single entity confirmed. All activities as primary and secondary purposes under one company. Branches, not separate companies. One compliance, one tax filing.

✓Real estate as primary purpose confirmed. Required for ordinary asset classification. Capital gains tax avoided.

✓No minimum paid-up capital. 60/40 Filipino-owned structure removes this requirement entirely.

✓Virtual address valid for SEC and BIR. Each physical branch location requires its own Mayor's Permit.

✓Timeline confirmed. SEC and BIR this year. Mayor's Permit January 2027.

✓Anti-Dummy Law. Filipino associates hold genuine governance roles with real responsibilities and a Director's Retainer Fee. Structure is compliant.

✓Transportation. Must be structured as arranging transport, not owning vehicles. To be clarified further on registration.