Best Investment & Business Structuring Lawyers in Mandaluyong City

About Investment & Business Structuring Law in Mandaluyong City, Philippines

Investment and business structuring law in Mandaluyong City governs how individuals and entities form, reorganize, and operate businesses within this Metro Manila locality. It combines national frameworks with local licensing requirements to ensure compliance, governance, and lawful operation. Most Mandaluyong ventures must align corporate structure, ownership, and reporting with both national statutes and local ordinances.

Key national frameworks shape everyday practice for Mandaluyong residents and investors. The Revised Corporation Code sets out how corporations are formed and governed in the Philippines, while the Foreign Investments Act addresses foreign ownership and investment processes. Local licensing typically requires mayoral permits, barangay clearances, and tax registrations administered by the city’s offices. Revised Corporation Code and Foreign Investments Act guide these processes nationwide, including Mandaluyong. Local Government Code supports local permit regimes that Mandaluyong implements through its BPLO and related offices.

Source note: The Philippines relies on national statutes for corporate structure and foreign investment rules, with local government units implementing permits and licensing through their own offices. Official Gazette

Why You May Need a Lawyer

• A foreign-owned tech startup plans to incorporate in the Philippines and establish a Mandaluyong office. A lawyer will draft Articles of Incorporation, By-Laws, and the initial stock structure, and coordinate mandatory registrations with the SEC and BOI if incentives apply.

• A local business wants to convert from a sole proprietorship to a corporation to attract investors. A solicitor can prepare the required conversion documents, update capitalization schedules, and file with SEC while ensuring the change does not disrupt existing permits.

• A multinational company seeks to open a regional office in Mandaluyong as a branch or liaison office. A lawyer helps with registration with SEC for the entity type, and with regulatory compliance for foreign-owned entities and local permits at BPLO.

• An investor negotiates a joint venture with a Filipino partner and needs a robust shareholder agreement, governance framework, and minority protections that comply with the Revised Corporation Code and local requirements.

• A business faces regulatory changes or disputes about licenses, reporting obligations, or tax registrations. Counsel can identify obligations, prepare filings, and represent the client before relevant government agencies in Mandaluyong.

• A startup plans to claim incentives or exemptions under national investment reforms. A lawyer can assess eligibility, compile required documents, and coordinate with the BOI or other agencies to secure approvals.

Local Laws Overview

The Mandaluyong business environment operates under a mix of national statutes and local ordinances. Companies must observe corporate governance, ownership rules, and licensing regimes while complying with local permit processes. The following laws are central to investment and business structuring in Mandaluyong:

• Revised Corporation Code (Republic Act No. 11232) - Governs formation, capitalization, ownership, and governance of corporations in the Philippines. It modernizes corporate actions, filing requirements, and board procedures that impact Mandaluyong corporate setups. Read RA 11232 on Lawphil.
• Foreign Investments Act (Republic Act No. 7042) - Regulates foreign investments, ownership limits, and registration pathways for foreign-owned businesses operating in the Philippines, including Mandaluyong. Read RA 7042 on Lawphil.
• Local Government Code (Republic Act No. 7160) - Creates and empowers local government units to regulate business permits, local licensing, and zoning within their jurisdictions, which Mandaluyong enforces through its BPLO and related offices. Read RA 7160 on Lawphil.

For local licensing, Mandaluyong City administers permits via its Business Permit and Licensing Office (BPLO). The city’s official site provides guidance on Mayor's Permit requirements, documentary requirements, and renewal timelines. Mandaluyong City Government

Frequently Asked Questions

What is Investment and Business Structuring Law in Mandaluyong City?

It includes national corporate and investment laws and local licensing rules that govern how businesses are formed, taxed, and licensed in Mandaluyong. It also covers governance and ownership rules for different entity types.

How do I form a corporation in Mandaluyong and register with SEC?

Prepare Articles of Incorporation and By-Laws, elect directors, and file with the Securities and Exchange Commission. Then register with the BIR and obtain local permits from BPLO in Mandaluyong.

When should I register for foreign investment incentives under FIA?

Register when your project qualifies for incentives or when foreign ownership crosses thresholds. The BOI or SEC will guide eligibility and documentation based on sector and investment size.

Where do I obtain a Mayor's Permit for my Mandaluyong business?

Apply at the Mandaluyong City BPLO, attaching required documents such as the business name, lease, occupancy permit, and barangay clearance. Renewal follows annually or per local cycle.

Why do I need a local lawyer for a corporate restructure in Mandaluyong?

A local lawyer ensures compliance with national law and Mandaluyong ordinances, coordinates filings with SEC and BPLO, and drafts governance documents that reflect local practice.

Do I need to convert a sole proprietorship to a corporation?

Conversion provides limited liability and easier fundraising. A lawyer will manage the legal steps, update licenses, and ensure smooth transfer of permits and registrations.

Is the Foreign Investments Act applicable to both local and foreign-owned businesses?

Yes, it governs foreign investment participation, ownership structures, and licensing for qualified activities, including operations in Mandaluyong.

How long does it take to obtain SEC approval for Articles of Incorporation?

Typically 2-6 weeks depending on completeness, regulatory checks, and whether additional documents are required. Incomplete filings delay the process.

What is the difference between a corporation and a partnership for investors?

A corporation offers limited liability and easier capital raising; a partnership may involve simpler formalities but exposes partners to joint liability. Each has distinct regulatory and tax implications.

Can I operate an online business from Mandaluyong with only online permits?

Most online businesses require local permits if there is a physical operation or staff in Mandaluyong. A lawyer can confirm whether a Mayor's Permit and other licenses are necessary for your setup.

What is the typical cost range for hiring a Mandaluyong-based investment lawyer?

Costs vary by project scope, but expect consult fees, document preparation, and filing assistance to range from a few thousand to tens of thousands PHP, depending on complexity.

Additional Resources

• Securities and Exchange Commission Philippines - Regulates corporate reporting, securities offerings, and corporate governance in the Philippines. sec.gov.ph
• Board of Investments - Handles investment registration and incentives for qualified projects, including foreign and local investments. boi.gov.ph
• Department of Trade and Industry - Oversees business name registration for sole proprietorships and sectoral policies, among other functions. dti.gov.ph

Next Steps

1. Define your business structure goal and target ownership, noting whether foreign participation is involved. This shapes the agencies you must engage first.
2. Gather key documents such as a proposed Articles of Incorporation, By-Laws, business plan, and proof of identity for all incorporators. Prepare any prior licenses or permits you already hold.
3. Check name availability and register with the appropriate agency (SEC for corporations, DTI for sole proprietorships). Confirm local licensing needs with Mandaluyong BPLO.
4. Identify a Mandaluyong-based attorney with experience in corporate restructuring and local licensing. Request a scope of work and fee proposal in writing.
5. Schedule an initial consultation to review your documents, clarify timelines, and align on filing strategy with national and local requirements. Ask about potential incentives if applicable.
6. Submit all required filings and respond promptly to any requests for additional information from SEC, BOI, or BPLO. Track the status and update licenses as needed.
7. Review and implement ongoing compliance measures, including annual reports, tax registrations, and permit renewals, to avoid penalties and ensure continuity.