Best Investment & Business Structuring Lawyers in Pasay

About Investment & Business Structuring Law in Pasay, Philippines

Pasay is a gateway city for many local and foreign investors because of its proximity to Manila, the airport, and major business districts. Investment and business structuring law in Pasay combines national regulations with local permit requirements to establish, manage, and grow a business. A well designed structure helps manage risk, optimize taxes, and ensure compliance with both national laws and Pasay City ordinances. Understanding how corporate forms, ownership rules and licensing interact is essential for sustainable operation in Pasay.

Key components include how you form a business entity, who controls that entity, how capital is raised, and how the business is licensed to operate locally. National laws govern foreign ownership, securities, corporate governance, and tax incentives, while Pasay’s local government handles permits, business tax payments, and zoning compliance. Having a qualified attorney or legal counsel guide this process reduces the chance of regulatory missteps and costly delays.

In Pasay, as in the rest of the Philippines, the structure you choose affects land ownership, control rights, and eligibility for incentives. This is particularly important for foreign investors and mixed Filipino foreign ownership arrangements. The right structuring aligns your business plan with the applicable national statutes and Pasay City licensing requirements.

Sources: Official Gazette and government agency guidance provide the framework for foreign investments, corporate formation, and local permits. See Republic Act No. 7042, Republic Act No. 11232, and Commonwealth Act No. 108 for core rules, with local implementation via Pasay City BPLO.

Why You May Need a Lawyer

• Scenario 1 - Foreign investor planning a Pasay based subsidiary: A tech firm from abroad wants to set up a local subsidiary with foreign ownership. A lawyer helps design the ownership structure, ensures compliance with the Foreign Investments Act and the Revised Corporation Code, and coordinates licensing with Pasay BPLO. This prevents future regulatory issues and streamlines registration.
• Scenario 2 - Mixed ownership and Anti-Dummy Law concerns: An entrepreneur seeks to acquire a 40 percent foreign stake in a Filipino owned company. A legal counsel ensures the arrangement complies with the Anti-Dummy Law and Foreign Investments Act, and documents the Filipino control requirements appropriately.
• Scenario 3 - Land use and property considerations in Pasay: A foreign investor wants to lease or acquire land to build a facility in Pasay. Since foreigners cannot own land, a lawyer can structure a Filipino owned entity or long term lease arrangement that meets regulatory limits and protects investment.
• Scenario 4 - Securities and fundraising in Pasay: The startup plans to raise capital via equity or debt instruments. A lawyer handles SEC registration, disclosures, and compliance under the Securities Regulation Code, enabling lawful fundraising and investor confidence.
• Scenario 5 - Tax incentives and corporate restructuring: A growing Pasay business seeks incentives under tax reform acts. A lawyer analyzes eligibility, restructures ownership and governance to maximize incentives, and ensures ongoing compliance with the CREATE Act and related rules.
• Scenario 6 - Local licensing and ongoing compliance: After formation, a business must obtain a Pasay business permit and maintain annual compliance. A legal counsel coordinates documents with Pasay BPLO, registers for appropriate taxes, and sets up a compliance calendar.

Local Laws Overview

Two to three key laws commonly govern Investment & Business Structuring in the Philippines, including Pasay. The following ballparks provide a starting point for understanding how national rules translate to local practice.

1) Foreign Investments Act of 1991 (Republic Act No. 7042) - This law sets the framework for foreign investments in the Philippines and outlines ownership structures, registration, and regulatory oversight. It is central to determining permissible foreign participation in different sectors and the processes for registering investments with government agencies. Official Gazette - RA 7042.

2) Revised Corporation Code (Republic Act No. 11232) - Enacted in 2019, this act modernizes corporate governance, introduces new rules on corporate structure, and updates requirements for domestic and foreign corporations. It replaced the older Corporation Code and affects start ups and ongoing governance in Pasay and nationwide. Official Gazette - RA 11232.

3) Anti-Dummy Law (Commonwealth Act No. 108) - This long standing law restricts foreign involvement in the management of activities reserved for Filipino ownership. It remains applicable to many sectors and requires genuine Filipino control in many business arrangements. Official Gazette - Commonwealth Act No. 108.

For local implementation, Pasay City follows the Local Government Code and relevant zoning and licensing rules. Local permits, business registrations, and tax payments are handled through Pasay BPLO and partner agencies. Understanding how these national laws interact with Pasay ordinances helps structure operations legally and efficiently. Official Gazette - Local Government Code.

Frequently Asked Questions

What is the Foreign Investments Act and who does it cover?

The Foreign Investments Act governs foreign ownership and registration of investments in the Philippines. It applies to foreign individuals and corporations seeking to invest, and it guides which sectors can be foreign owned. Compliance is typically verified with the Board of Investments and other regulators.

How do I register a new business in Pasay and what agencies are involved?

Most new businesses require registration with the Securities and Exchange Commission if forming a corporation, or with the Department of Trade and Industry for sole proprietorships. Local permits are issued by Pasay BPLO after DOJ clearances and land use compliance are satisfied. Expect simultaneous filings with national and local agencies.

When does the Revised Corporation Code take effect and why does it matter?

The Revised Corporation Code became effective in 2019, updating governance and ownership rules for corporations. It matters for startup governance, board composition, and shareholder rights. For foreign participation, it often intersects with the FIA and Anti-Dummy Law requirements.

Where can I file local permits for Pasay from a new operation?

You file with the Pasay City BPLO, supported by proof of business registration and zoning compliance. Local processing times vary by volume and completeness of submissions. A lawyer can help prepare requirements to minimize delays.

Why are land ownership rules important for foreign investors in Pasay?

Foreigners cannot own land in the Philippines, which affects property acquisition or long term use in Pasay. Structuring through Filipino owned entities or using long term leases helps align with constitutional and Anti-Dummy requirements. Proper documentation reduces the risk of later disputes.

Can a Pasay based company operate as a sole proprietorship if I am a foreigner?

No. Foreigners cannot own a sole proprietorship. A foreigner must participate through a corporation or other eligible structure with Filipino ownership. A lawyer can help design an appropriate ownership model and prepare the necessary documents.

Should I consider tax incentives under CREATE Act for Pasay investments?

YES. The CREATE Act offers tax incentives that can benefit new investments and expansions. A legal advisor assesses eligibility, applies for incentives where available, and aligns corporate structure to maximize benefits while staying compliant.

Do I need to register with the SEC for a private company in Pasay?

Most private corporations must register with the SEC before commencing operations. The SEC oversight ensures proper governance, capitalization, and disclosures. A lawyer guides the application and prepares necessary corporate documents.

Is the Anti-Dummy Law still applicable to foreign investments in Pasay?

Yes. The Anti-Dummy Law remains a key constraint on foreign involvement in activities reserved for Filipinos. Structuring through duly Filipino controlled entities is essential to comply and to qualify for incentives. Guidance from a lawyer helps design compliant ownership arrangements.

How long does it typically take to register a corporation in the Philippines?

Registration generally takes several weeks, depending on completeness of documents and regulator backlogs. Expect 2-6 weeks for SEC registration, plus additional time for local permits and license issuances in Pasay. A qualified attorney helps coordinate timelines to minimize delays.

What is the approximate cost of obtaining a Pasay business permit?

Costs vary by business type and size, but you should budget for permit fees, inspection fees, and annual renewal costs. An experienced counsel can provide a preliminary estimate based on your business plan and location within Pasay. Local fees are published by Pasay BPLO and may change annually.

Do I need a local lawyer in Pasay for corporate structuring?

While not mandatory, a local Pasay lawyer with corporate structuring experience reduces risk and accelerates approvals. A local expert understands the interplay between national statutes and Pasay ordinances, and can coordinate with local agencies effectively. This is especially valuable for foreign ownership, licensing, and land use questions.

Additional Resources

• Board of Investments (BOI) - boi.gov.ph - Provides guidance on investment registration, incentives, and regulatory requirements for projects in the Philippines.
• Securities and Exchange Commission (SEC) - sec.gov.ph - Regulates corporate entities, securities offerings, and corporate governance compliance for publicly and privately held companies.
• Pasay City Business Permits and Licensing Office (BPLO) - pasay.gov.ph - Local authority responsible for business permits, inspections, and local licensing requirements in Pasay.

Next Steps

1. Define your business structure and ownership model in writing, noting whether foreign participation is involved and what assets you plan to use in Pasay.
2. Gather core documents such as IDs, articles of incorporation, tax records, land records or lease agreements, and local zoning information.
3. Consult a Pasay based investment and business structuring lawyer to assess compliance with FIA, RCC, and local licensing rules.
4. Choose the appropriate entity form (for example, a Filipino owned corporation) and prepare the initial corporate documents with your counsel.
5. Apply for national registrations with SEC or DTI depending on entity type, and apply for incentives or registrations with BOI if eligible.
6. Coordinate with Pasay BPLO to obtain the local business permit and schedule required inspections or clearances.
7. Set up a compliance calendar with your lawyer for annual filings, permits renewal, and tax reporting to avoid penalties.