Best Investment & Business Structuring Lawyers in Pasig

1. About Investment & Business Structuring Law in Pasig, Philippines

Pasig City sits in Metro Manila and is a hub for many local and foreign businesses, including the Ortigas Center district. Investment and business structuring law covers how a business is legally formed, owned, financed and governed. It also governs cross border ownership, corporate governance, and regulatory compliance across agencies such as SEC, DTI, BOI and BIR.

In the Philippines, the structure you choose affects ownership rights, taxes, and ongoing compliance. National laws set the framework, while local rules in Pasig govern business permits and locality specific requirements. Investors should plan for registration, capital structure, and ongoing reporting from day one. A clear structure can help with funding rounds, tax planning, and risk management.

Key players include the Securities and Exchange Commission for corporate registration, the Department of Trade and Industry for business name registration, and the Board of Investments for incentives. Cross border investments are shaped by the Foreign Investments Act and related regulations. Local permits must be obtained from Pasig City Hall through the BPLO once the national registrations are in place.

Recent trends in Pasig and the wider Philippines show increasing emphasis on transparent corporate governance and efficient licensing processes. Businesses increasingly pursue formal structures to access financing, grants, and tax incentives. Keeping up to date with both national and local requirements is essential for ongoing compliance and growth.

Republic Act No. 11232 - Revised Corporation Code took effect on February 23, 2019, modernizing corporate governance and filing requirements.

Source: Official Gazette - Official text of RA 11232 (Revised Corporation Code)

Republic Act No. 7042 - Foreign Investments Act provides the framework for foreign ownership and investment in allowed sectors.

Source: Official Gazette - Official text of RA 7042 (Foreign Investments Act)

Republic Act No. 11534 - CREATE Act reorganizes tax incentives and supports enterprise investments in various sectors.

Source: Official Gazette - Official text of RA 11534 (CREATE Act)

2. Why You May Need a Lawyer

In Pasig, complex investment and business structuring matters often require legal counsel to navigate national and local requirements. Below are concrete, real world scenarios where you should consider hiring a lawyer.

• Foreign ownership planning for a Pasig based corporation. If you want to bring in a partner or establish a wholly foreign owned enterprise, you will need guidance on FIA limits, anti dummy provisions, and the right corporate form.
• Sole proprietor to corporation conversion. A local business in Pasig seeking capital from investors must convert to a corporation and file Articles of Incorporation with SEC, while aligning with local permits.
• Mergers or acquisitions in Ortigas Center or adjacent Pasig zones. Due diligence, asset transfers, regulatory approvals, and post deal restructuring require skilled counsel.
• Applying for incentives or registrations with the Board of Investments for qualifying projects. You may need to design your structure to meet eligibility criteria and compliance obligations.
• Compliance and governance for a Pasig based company with multiple shareholders. You need robust bylaws, governance policies, and ongoing reporting to SEC and local authorities.
• Local licensing changes or expansions. When a business expands operations or relocates within Pasig, you require guidance to update BPLO records and ensure zoning compliance.

3. Local Laws Overview

The Philippines uses a layered system of national and local laws for investment and business structuring. In Pasig, national laws prevail and local ordinances govern business permits and licensing through the Pasig City BPLO.

• Revised Corporation Code, Republic Act No. 11232 - Governs incorporation, governance, and corporate actions of Philippine corporations. It modernizes filing requirements and corporate governance standards. Effective February 23, 2019.
• Foreign Investments Act, Republic Act No. 7042 - Establishes framework for foreign ownership, sector access, and regulatory approval processes. It enables foreign participation in many industries with certain restrictions. Enacted in 1991 and amended by subsequent issuances.
• CREATE Act, Republic Act No. 11534 - Reforms corporate income tax and incentives for enterprises in order to attract investment. Enacted in 2021, with key provisions phased in through 2021 and 2022 and ongoing implementation guidance.

For Pasig specifically, local licensing and permits flow through the Pasig City BPLO, including business permit applications, clearance requirements, and annual renewals. This local layer must align with national corporate form and ownership structures. Documentation typically includes SEC registration, local business permits, and tax registration with BIR.

4. Frequently Asked Questions

What is the Revised Corporation Code and who must follow it?

The Revised Corporation Code (RA 11232) applies to all Philippine corporations formed after its enactment. It governs articles of incorporation, by laws, governance, and corporate actions. It is implemented by the Securities and Exchange Commission and applicable to Pasig and nationwide operations.

How do I register a corporation in Pasig with SEC?

Prepare articles of incorporation, by laws, and list of officers, then file with SEC and pay filing fees. You will also need to submit required IDs and tax information. After review, SEC issues the Certificate of Incorporation and company details appear in the SEC database.

What documents are typically required for foreign ownership in Pasig?

Common documents include project proposal, nationality of shareholders, proof of funds, corporate feasibility studies, and incorporation documents. You must ensure ownership structure complies with FIA and anti dummy requirements. Additional local permits may depend on industry.

How long does SEC registration usually take in Metro Manila?

Processing times vary by completeness of documents. If all requirements are in order, an initial filing can be reviewed in about 7-14 working days. Delays may occur if documents are incomplete or require additional endorsements.

Do I need a lawyer to set up a corporation in Pasig?

While not mandatory, a corporate lawyer or legal counsel reduces risk. An attorney helps prepare articles, check ownership, coordinate with SEC and BOI, and ensure compliance with local permits. This can save time and avoid costly corrections.

What is the foreign ownership limit in most industries under FIA?

Ownership limits vary by sector and classification. Some industries allow majority or 100 percent foreign ownership, others require local partners or Filipinos with specific ownership stakes. A lawyer can map your business to the correct category.

What is the anti dummy law and why is it relevant to investment structuring?

The anti dummy law prohibits foreign entities from using Philippine citizens as dummy actors to circumvent ownership rules. It requires genuine ownership and control by the correct nationalities. This is critical for licensing and incentives eligibility.

How much does it cost to incorporate a Pasig based company?

Costs include SEC filing fees, documentary stamp taxes, and local permit fees. Filing and legal research can range from a few thousand to tens of thousands of pesos depending on authorized capital and complexity. Always confirm current rates with SEC and BIR.

How long does a Pasig business permit approval take?

Approval depends on completeness and compliance with zoning and occupancy requirements. Typical timelines range from 1 to 3 weeks after submission, assuming all documents are correct and requirements are met. Delays occur if inspections or clearances are required.

Can a foreign investor own 100 percent of a business in Pasig?

Some sectors permit 100 percent foreign ownership; others require local equity. It depends on the industry classification under FIA and related rules. A lawyer can identify eligible sectors and structure to maximize ownership legally.

What is the CREATE Act and how does it affect investment?

The CREATE Act reforms corporate income taxes and incentives to attract investment. It creates new incentive frameworks and aligns with modern corporate governance. Its practical impact depends on your sector and time of project implementation.

5. Additional Resources

Access authoritative government and official resources for investment and business structuring in the Philippines. These organizations provide forms, guidelines, and support for regulators and investors in Pasig.

• Board of Investments (BOI) - Administers incentives and registrations for qualified projects and investments; coordinates with national agencies on investment approvals. boi.gov.ph
• Securities and Exchange Commission (SEC) - Registers corporations and monitors corporate governance, by laws, and annual reports; maintains corporate database. sec.gov.ph
• Bureau of Internal Revenue (BIR) - Administers tax registration, filings, and compliance for corporations and partnerships with local and national obligations. bir.gov.ph

6. Next Steps

1. Define your business goals and choose the intended legal structure (corporation, partnership, or sole proprietorship) relevant to Pasig operations.
2. Check foreign ownership considerations and sector eligibility under FIA for Pasig or Ortigas Center activities.
3. Gather required documents for SEC registration, DTI business name (if applicable), and local BPLO permits in Pasig.
4. Consult a qualified investment structuring lawyer in Pasig to map ownership, governance, and compliance plans.
5. Prepare and file with SEC for incorporation, with BOI if incentives are pursued, and ensure local permits are scheduled.
6. Obtain and post all required permits, licenses, and approvals from Pasig BPLO and relevant authorities; set up tax registration with BIR.
7. Establish an ongoing compliance calendar with filing deadlines for SEC, BIR, and local permits to avoid penalties.