Legal & Contracting in the Philippines

Essentials guide · Source-checked research59% of statements checked against a source11 checked against an official source19 checked against a secondary sourceChecked 2026-10-198 held back until checked against an official source9 topics include AI-written statements, not source-checkedNot yet professionally reviewed

• Executive Order 113 of 13 April 2026 issued the 13th Foreign Investment Negative List, which relaxed foreign ownership limits in several sectors, including renewable energy (up to 100 percent) and telecommunications, while restrictions remain in areas including mass media, land ownership, education, cooperatives and small-scale mining.

  Check each planned activity against the current list; sector laws may impose further conditions.PwC Worldwide Tax Summaries · checked 2026-10-19

• Domestic market enterprises with paid-in equity capital below USD 200,000 are reserved to Philippine nationals, so a foreign-owned domestic market enterprise generally needs at least USD 200,000; since Republic Act 11647 (2022) the minimum is USD 100,000 where the enterprise uses advanced technology as determined by the Department of Science and Technology, is endorsed as a start-up or start-up enabler, or has a majority of Filipino direct employees numbering at least 15.

  Export enterprises may generally be wholly foreign-owned unless the activity is on List A or B of the Foreign Investment Negative List, and must register with the Board of Investments.Platon Martinez Flores San Pedro and Leaño · checked 2026-10-19

• Corporations are registered with the Securities and Exchange Commission under the Revised Corporation Code of 2019, which also permits one person corporations.

  Banks, quasi-banks, pre-need, trust and insurance companies, public and publicly listed companies and non-chartered government corporations may not be one person corporations.Law.asia · checked 2026-10-19

• A corporation's corporate secretary must be a Filipino citizen resident in the Philippines, and its treasurer must be a resident.

  NDV Law · checked 2026-10-19

• Foreign companies may register a branch, a representative office limited to non-income-generating activities, or a regional or area headquarters with the SEC.

  Representative offices must meet a minimum inward remittance for operating expenses.AI-written, not source-checked

• The Philippine Competition Act (Republic Act 10667) is enforced by the Philippine Competition Commission (PCC).

  ASEAN Experts Group on Competition · checked 2026-10-19

• From 1 March 2026, mergers and acquisitions meeting both the size-of-party threshold of PHP 9.1 billion and the size-of-transaction threshold of PHP 3.8 billion must be notified to the PCC, and they may not be completed before PCC clearance or the end of the waiting period.

  The PCC adjusts the thresholds using the previous year's nominal GDP growth, and may review deals below them on its own initiative. The consequences of failing to notify were not confirmed on this check.Baker McKenzie · checked 2026-10-19

• Corporate rehabilitation, liquidation and suspension of payments are governed by the Financial Rehabilitation and Insolvency Act of 2010.

  AI-written, not source-checked

Read the full guide: Entry, investment and company formation · Deals, competition and restructuring · Compliance, financial crime and sanctions