Best Investment & Business Structuring Lawyers in Makati City

About Investment & Business Structuring Law in Makati City, Philippines

Investment and business structuring law in the Philippines governs how businesses are formed, funded, owned, and operated. In Makati City, the framework combines national rules with local licensing and permitting requirements. The aim is to protect investors, ensure transparent governance, and maintain orderly urban commerce in a major financial hub. Key matters include corporate formation, foreign ownership, mergers and acquisitions, tax incentives, and compliance with local permits.

At the national level, the Philippines uses several core statutes to shape structuring decisions. For corporations, the Revised Corporation Code modernizes governance and formation rules for Philippine companies. Foreign investment is guided by the Foreign Investments Act, which sets the framework for foreign participation and the registration pathways through government agencies. Local implementation, including permits and taxes, interacts with Makati City ordinances and the Local Government Code. Together, these laws determine how a Makati business is legally created and sustained.

“The country encourages investments through a clear regulatory framework that combines national laws with local permitting processes.” See official government resources for guidance on registration and permits. BOI • Official Gazette

Why You May Need a Lawyer

• Setting up a foreign-owned company in Makati requires careful navigation of the Foreign Investments Act and BOI or SEC registration. A lawyer helps determine eligibility, prepare the Articles of Incorporation, and manage the necessary filings to avoid delays in starting operations in the Makati CBD.
• Structuring corporate ownership after a merger or acquisition of a Makati-based business demands compliance with the Revised Corporation Code and accurate transfer of shares. An attorney ensures proper board approvals, amendments to the bylaws, and timely filings with the SEC.
• Aligning local permits with national registrations for a new office in Makati requires coordinating mayoral permits, business permits, and possibly zoning clearances. A legal counselor coordinates the process to minimize compliance gaps and penalties.
• Drafting intercompany agreements and governance documents for a Makati enterprise with multiple subsidiaries or partners ensures enforceable Articles of Incorporation, By-Laws, and shareholder agreements that reflect current ownership structures.
• Tax and incentive planning after the CREATE Act changes or other tax reforms
to optimize incentives and corporate tax considerations for Makati operations. A lawyer can map a restructuring plan that aligns with both national incentives and local tax obligations.

Local Laws Overview

Republic Act No. 7160 - Local Government Code of 1991 governs local autonomy, revenue-raising powers, and administrative processes for cities like Makati. It provides the framework for Mayor's Permits, business permits, and local licensing requirements that accompany national registrations. The law supports municipalities in handling local taxes and regulatory compliance that affect Makati businesses.

Republic Act No. 11232 - Revised Corporation Code of the Philippines modernizes corporate formation, governance, and corporate actions. It affects Articles of Incorporation, By-Laws, stock structure, and corporate actions such as mergers and consolidations. The act was enacted in 2019 to streamline corporate governance and reduce formalities that hinder business operations in urban centers like Makati.

Republic Act No. 7042 - Foreign Investments Act of 1991 governs foreign participation and investment registration. It requires most foreign-owned ventures to obtain registration or approval from appropriate authorities before proceeding with certain activities. This law is central to structuring foreign-owned entities operating in Makati and across the Philippines. See guidance from the Board of Investments.

“Foreign investments are encouraged through a formal registration process that clarifies permitted activities, ownership shares, and incentive eligibility.” See BOI resources for details on pathways and requirements. BOI

Frequently Asked Questions

What is the Foreign Investments Act and how does it apply to Makati businesses?

The Foreign Investments Act governs how foreign investors participate in the Philippine economy and requires registration with appropriate agencies. In Makati, this affects ownership structures, permissible activities, and access to incentives. Registration is typically with the BOI or SEC depending on the business model.

How do I register a new corporation in the Philippines under the Revised Corporation Code?

You file Articles of Incorporation and By-Laws with the Securities and Exchange Commission and complete board resolutions and other corporate documents. The process in Makati also involves local permits and taxes, so alignment with city requirements is essential.

Do I need a lawyer to structure a foreign-owned business in Makati?

A lawyer helps determine eligibility under FIA, prepares required documents, and coordinates with BOI or SEC filings. They also help align national registrations with Makati local permits to avoid delays.

How long does it take to obtain a Mayor's Permit in Makati for a new company?

Processing times vary by district and completeness of documents. Typical timelines range from 2 to 6 weeks after filing, assuming all requirements are met and no compliance issues arise.

What documents are typically required to file Articles of Incorporation in the Philippines?

Common documents include the corporate name verification, name and addresses of incorporators, capital structure, purpose, principal office, and a list of officers. Additional local requirements may apply in Makati for permits and taxes.

How much does it cost to hire a corporate lawyer in Makati for structuring?

Costs vary by engagement scope, complexity, and reputation. Expect a range from a modest project fee for standard filings to retainer arrangements for ongoing compliance and advisory services.

Can I restructure my Makati business through mergers and acquisitions?

Yes, mergers and acquisitions are common in Makati. The process involves due diligence, approvals by boards, filings with the SEC, and alignment with the Revised Corporation Code and tax considerations.

What is the difference between a registered foreign corporation and a domestic corporation?

A registered foreign corporation is a non-resident enterprise that operates in the Philippines under FIA rules, often requiring BOI or SEC registration. A domestic corporation is incorporated in the Philippines under the RCC with local ownership rights.

Do I need local permits if I operate a foreign-owned business in Makati?

Yes. Local permits and business licenses are typically required in addition to national registrations. Makati's permits are managed through the city government and may require zoning reviews and health clearances.

Is there a recent change under the CREATE Act that affects Makati corporations?

The CREATE Act introduces changes to corporate income tax policy and incentives. It affects planning for corporate structure and incentives in Makati, and requires updated compliance with national tax rules.

What is the role of the Securities and Exchange Commission in corporate structuring?

The SEC processes registration of corporations, amendments to Articles of Incorporation and By-Laws, and oversees corporate governance requirements. In Makati, SEC filings are complemented by local permits and taxes.

Additional Resources

• Board of Investments (BOI) - boi.gov.ph: Central agency for foreign investments, registration procedures, investment incentives, and sector guidelines under the Foreign Investments Act.
• Securities and Exchange Commission (SEC) - sec.gov.ph: Responsible for corporate registration, amendments, and governance compliance under the Revised Corporation Code.
• Makati City Government - makati.gov.ph: Official portal for local permits, business license requirements, and city-level regulations affecting Makati-based enterprises.

Next Steps

1. Define your business structure and ownership goals, including whether foreign participation is involved and which activities you intend to pursue in Makati.
2. Gather key documents such as proposed Articles of Incorporation, By-Laws, list of incorporators, and board resolutions from your team.
3. Consult a Makati-based corporate lawyer to assess whether you need BOI or SEC registration and which local permits are required.
4. Prepare and file with the appropriate agencies (SEC/BOI for corporate formation and FIA compliance) and begin the Makati local permit process in parallel.
5. Receive agency decisions, address any deficiencies, and finalize the issuance of the Mayor's Permit and business license in Makati.
6. Set up ongoing compliance processes with your lawyer, including annual filings, local tax payments, and updates to corporate governance documents.
7. Review changes in national laws (for example, updates under FIA and CREATE) with your legal counsel to adjust your structure as needed.