Best Investment & Business Structuring Lawyers in Manila

About Investment & Business Structuring Law in Manila, Philippines

The field covers how businesses are legally organized, funded, and governed in Manila, including the choice of entity, ownership structures, and regulatory compliance. It combines corporate law, foreign investment rules, and local permitting requirements to help you operate lawfully. In Manila, your structure affects taxes, liability, and eligibility for incentives or permits.

In practice, investors in Manila must navigate national statutes and local regulations that shape ownership, control, and reporting. Key players include the Board of Investments, the Securities and Exchange Commission, and the Bureau of Internal Revenue. Understanding these rules helps avoid penalties and administrative delays.

Recent legal developments have broadened foreign investment opportunities while preserving core restrictions. The Revised Corporation Code modernizes corporate governance and introduces new business forms. Foreign investment rules were further liberalized to encourage investment in many sectors, subject to national policies.

For Manila residents, local permits matter as much as national registrations. Before opening, many businesses secure a Mayor's Permit from the Manila City Hall and complete local compliance steps with the BPLO. See official municipal resources for the latest local requirements.

RA 11534 expands foreign ownership opportunities in many sectors by amending the Foreign Investments Act; publication effected the changes in law.

Source: Official Gazette.

Why You May Need a Lawyer

• Setting up a foreign-owned company in Manila - A lawyer helps choose the right structure, ensure compliance with the Foreign Investments Act, and prepare registration papers for SEC and BOI. You also need counsel for preparing corporate documents and ensuring ownership thresholds are properly reported.
• Forming a One Person Corporation or other modern structures - A lawyer can guide eligibility, draft the articles of incorporation, and handle the disclosure requirements unique to OPCs. This avoids misclassification and speeds up the filing process.
• Structuring joint ventures or cross-border investments - Complex deals require precise documentation, anti-dummy law compliance, and clear ownership and management arrangements to satisfy regulators. A legal counsel coordinates disclosures and regulatory clearances.
• Maximizing incentives and BOI registration - If your project qualifies, a lawyer helps prepare incentive applications, complies with reporting duties, and navigates grant conditions. This reduces the risk of grant non-approval or future clawbacks.
• Compliance with land, lease, and property restrictions - Foreign ownership of land is restricted; a lawyer explains permissible structures, leasing options, and corporate arrangements to achieve business aims. They also ensure leases align with local and national rules.
• Ensuring anti-dummy law and governance compliance - The Anti-Dummy Law limits foreigners from managing or controlling business operations in sensitive areas. Legal counsel drafts governance documents to satisfy statutory requirements and avoid penalties.

Local Laws Overview

Foreign Investments Act of 1991 as amended by Republic Act No. 11534 liberalizes foreign investments in many sectors and sets registration and ownership guidelines. The amendments clarify where foreign investment is permitted with up to 100 percent ownership under national policies. These changes affect how Manila-based enterprises structure equity and governance.

RA 11534 acts to liberalize foreign investments and updates ownership rules under the Foreign Investments Act.

Source: Official Gazette.

Revised Corporation Code RA 11232 modernizes corporate governance and introduces new forms such as the One Person Corporation (OPC). It affects Manila businesses by enabling simpler structure choices for small or solo ventures and updating requirements for corporate officers and disclosures. The law enhances filing procedures and internal controls applicable to both local and foreign-invested corporations.

RA 11232 modernizes corporate governance and introduces new forms like the One Person Corporation.

Source: Official Gazette.

Constitutional framework on land ownership - Article XII, Section 7 of the 1987 Constitution prohibits foreign ownership of land, with limited exceptions. This constitutional provision informs all structuring decisions for Manila-bound investments involving real estate or land-based operations. It also underpins related regulations and anti-dummy protections.

Article XII Section 7 restricts land ownership by aliens to safeguard Filipino ownership in land.

Source: Official Gazette.

For practical references, Manila residents should consult local and national authorities on current procedures. The Manila City Government's BPLO handles local permits and business licenses required to operate physically in the city. See Manila City Government resources for local permit details.

Useful official contacts and resources are listed in the Additional Resources section below.

Frequently Asked Questions

What is the Foreign Investments Act and why does it matter in Manila?

The Foreign Investments Act governs how foreign investments are registered and permitted in the Philippines. It sets ownership limits for different sectors and outlines incentives. In Manila, it directs how foreign entities structure investments and register with regulators.

How do I form a domestic corporation in Manila with foreign participation?

You must choose a qualifying corporate form, prepare a complete set of incorporation documents, and file with the SEC. If foreign-owned, you may also apply for BOI incentives where eligible. A lawyer helps align documents with FIA and Singapore-like compliance checks.

When can a foreigner own land or long-term lease in Manila?

Foreigners cannot own land under the 1987 Constitution, Article XII. They may lease land for up to 50 years with possible renewal, but ownership remains restricted. Structure planning with counsel can use compliant ownership schemes for business operations.

Where should I start filing for an investment project in Manila?

Begin with SEC registration for the corporate entity and, if eligible, BOI registration for incentives. Local permits follow with the Manila BPLO. A lawyer coordinates the sequence and ensures all filings meet regulatory timelines.

Why might I need to file with the BOI in addition to SEC?

The BOI provides incentives and may review your project for eligibility. Filing with BOI can unlock tax holidays or other benefits, depending on sector and project size. A lawyer helps compile the required documents and negotiates terms.

How much does a typical Manila investment structuring engagement cost?

Costs vary by complexity, entity type, and incentives sought. Expect government filing fees and professional fees from a law firm. An upfront engagement letter helps you compare quotes and timelines.

Do I need an attorney to set up a One Person Corporation in Manila?

Yes, especially to ensure eligibility, proper documentation, and compliance with the Revised Corporation Code. An attorney also helps with ownership disclosures and regulatory filings. OPCs still require careful attention to corporate formalities.

Is there a difference between a domestic corporation and an OPC for foreigners?

Yes. An OPC has a single owner who may be an individual or corporation but still requires compliance with corporate rules. A domestic corporation can have multiple shareholders, including foreign ones, subject to sector-specific rules.

How long does SEC registration typically take in Manila?

Average processing ranges from 1 to 4 weeks depending on document completeness and sector. BOI processing, if pursued, may add additional weeks. Timelines improve with pre-emptive document preparation by counsel.

What is the Anti-Dummy Law and how does it affect my project?

The Anti-Dummy Law prevents foreigners from indirectly influencing or controlling activities reserved for Filipino citizens. Compliance requires clear ownership and management structures. Lawyers help draft governance and compliance protocols to avoid penalties.

Can I upgrade an existing business structure to maximize incentives in Manila?

Yes, a restructuring plan may unlock new incentives or simplify compliance. You will need to file amendments with SEC and possibly BOI, along with updated disclosures. A lawyer can manage the process and minimize downtime.

Additional Resources

• Board of Investments (BOI) - Department of Trade and Industry - boi.gov.ph

The BOI is the Philippine government agency responsible for promoting investments and granting incentives for eligible projects. It provides sector-specific guidelines and registration processes for investors seeking incentives.

• Securities and Exchange Commission (SEC) - sec.gov.ph

SEC is the regulatory body for corporate registration, governance, and compliance. It handles filings for corporations, including One Person Corporation and foreign-owned entities.

• Official Gazette - officialgazette.gov.ph

The Official Gazette publishes all national laws and amendments, including FIA amendments and the Revised Corporation Code. It is the primary source for legal text and effective dates.

Next Steps

1. Define your investment and business structure - Decide if you will use a domestic corporation, OPC, or joint venture. This will guide regulatory requirements and potential incentives.
2. Assess sector restrictions and ownership models - Review the FIA framework and the constitutional limits on land to determine permissible ownership and control arrangements. Use official sources for accuracy.
3. Gather key documents - Prepare passport copies, corporate documents, financial statements, and project descriptions. Ensure documents are current and properly translated if needed.
4. Identify a Manila-based law firm or attorney - Seek lawyers with explicit experience in investment structuring, FIA compliance, and SEC filings. Check track record and client references.
5. Consult and obtain a formal engagement - Schedule a paid consultation to discuss scope, timelines, and fees. Request a written engagement letter outlining deliverables.
6. Prepare and file required registrations - Have your counsel assemble SEC and BOI submissions, and apply for local permits with Manila BPLO. Track processing times and respond promptly to requests for information.
7. Plan for ongoing compliance - Set up a calendar for annual tax filings with BIR, periodic SEC reporting, and any required BOI disclosures. Schedule regular reviews with your legal counsel to adapt to regulatory changes.