Skip to content
JLBAR and Associates
Menu

Practice area

Foreign investment and market entry lawyers in the Philippines

Establishing and running a business presence in the Philippines as a foreign company or investor.

Draft, not yet reviewed. This page has been written but a partner has not yet reviewed what it says about how the firm works. It is published here for that review. Do not rely on it.

What this engagement covers

  • Whether a proposed activity is restricted. Classifying a business against the Foreign Investment Negative List, including activities that do not map cleanly onto a listed entry, and identifying conditions that apply beyond the headline percentage.
  • Choosing the entity. Domestic corporation, branch, representative office, regional headquarters, regional operating headquarters or one-person corporation. The distinction that usually decides it is whether the entity may earn income in the Philippines: a representative office and an RHQ may not, while a branch, a subsidiary and an ROHQ may. Assessed on liability, income capacity, tax treatment and exit, not on capital alone.
  • Capital requirements. Which threshold applies, whether a reduced threshold is available, and how sector statutes such as the Retail Trade Liberalization Act displace the general rule.
  • Reviewing an existing structure. Whether shareholding recorded as Filipino meets the beneficial ownership and voting rights test, and what exposure exists where it does not.
  • Correcting a non-compliant structure. Options where a company was organised on a nominee arrangement, or on a restriction that has since changed, and the consequences of each.
  • Beneficial ownership disclosure. Obligations under SEC Memorandum Circular No. 15, series of 2025, in force since 1 January 2026. The rules reach branches, representative offices, headquarters entities and one-person corporations as well as domestic corporations. They require nominee arrangements to be disclosed together with the identity of the nominator, set the first ownership category at 20%, and require changes to be reported within seven days.
  • Land and premises. Long-term lease structures for foreign investors, including which of the two lease regimes applies and what registration requires.
  • Ongoing corporate compliance for a foreign-owned entity, and advice on transactions that change the foreign equity position.

What it does not cover

  • Routine registration processing. Where a matter is purely administrative, the firm will say so and can refer the work to a corporate services provider rather than bill for it. The firm takes no share of fees from any provider to which it refers work.
  • Accounting, bookkeeping, payroll and tax filing.
  • Incentive applications to investment promotion agencies, other than advice on whether an entity qualifies.
  • Immigration and employment permits for foreign staff, which the firm handles separately under its immigration practice.
  • Cross-border transactions requiring counsel qualified in another jurisdiction.

What happens at the first consultation

The first meeting establishes three things: what the business will actually do in the Philippines, what ownership and control the investor needs, and whether those two are compatible under current law. Where an entity already exists, it also covers what has already been filed and signed. A conflicts check is completed before the meeting, and you should not send documents or details you consider confidential until the firm has checked whether it is able to act and has agreed in writing to act for you.

What to bring

  • A description of the intended business activity, in the words you would use to describe it to a customer rather than to a regulator.
  • The intended ownership split, and who the shareholders are by nationality.
  • For an existing entity: articles of incorporation, the latest general information sheet, and the stock and transfer book.
  • Any shareholder agreement, deed of trust, or assignment executed in connection with the shareholding.
  • Parent company constitutional documents, where a branch or representative office is contemplated.

How the matter proceeds

  1. Classification

    Establishing how the activity is treated under the Negative List and any sector statute, and what that permits.

  2. Structure

    Selecting the entity and the ownership arrangement that fits, with the capital and registration consequences of each set out.

  3. Documentation

    Constitutional documents, shareholder arrangements and the filings that follow from the structure chosen.

  4. Registration

    Coordination with the SEC and, where relevant, the investment promotion agency, through to the licence or certificate.

  5. After registration

    Beneficial ownership disclosure, the annual filings, and advice on changes that move the foreign equity position.

How fees are structured

Fees are agreed in writing before work begins. Structure reviews and classification opinions are usually quoted as a fixed fee, since the scope is known at the outset. Formation and registration matters are quoted as a fixed fee per stage. Where a matter is open-ended, such as correcting an existing structure, the firm works to an hourly rate with an estimate and a cap agreed in advance. Government fees, filing costs and third-party charges are billed at cost and separately from professional fees.

Guides in this area

These guides are also collected on the foreign investment hub, which puts them in the order the questions arise and dates the instruments they rest on.

Who handles this work

To discuss a matter in this area, see how to reach the firm.