Best Investment & Business Structuring Lawyers in Philippines

1. About Investment & Business Structuring Law in Philippines

Investment and business structuring law in the Philippines covers how individuals and entities create, own, and operate businesses here. It governs corporate formation, ownership arrangements, licensing, and incentives for eligible investments. The framework balances attracting foreign capital with protecting national interests, particularly in land ownership, natural resources, and strategic sectors. Understanding these rules helps investors plan compliant ownership structures, funding, and growth strategies.

Key players in the legal landscape include national agencies that approve investments, issue incentives, and monitor compliance. The main statutes shape how a business is organized, funded, and regulated from start-up through expansion. For practical steps, you often work with a solicitor or corporate lawyer to align structure with sector rules and government requirements. Primary texts and official guidance from government bodies provide the most reliable road map for investment structuring.

Foreign investments in the Philippines are subject to registration and regulatory oversight to qualify for incentives and avoid non-compliance risks. See the primary statutes for details on eligibility, allowed ownership, and required licenses.

For authoritative texts, see the Republic Act and Executive Order references below, and consult law texts on Lawphil and the Official Gazette as you plan your structure.

Sources: Republic Act No. 7042 - Foreign Investments Act of 1991, Executive Order No. 226 - Omnibus Investments Code of 1987, Republic Act No. 11232 - Revised Corporation Code of the Philippines.

Related government bodies to consult for structuring include the Board of Investments (BOI), the Securities and Exchange Commission (SEC), and the Philippine Economic Zone Authority (PEZA).

2. Why You May Need a Lawyer

• Setting up a foreign-owned manufacturing entity with incentives

  An investor from a non-Philippine territory plans a plastics factory in a growth corridor and seeks BOI registration and fiscal incentives. A lawyer helps determine eligibility, prepares the required project description, and files the application to access tax holidays and special programs.

• Structuring ownership to comply with land ownership rules

  Foreigners cannot own land in the Philippines, so a foreign investor may need to structure ownership via a Filipino- owned corporation or a local partner. A legal counsel will draft shareholdings, governance documents, and land-ownership compliant arrangements.

• Preparing a joint venture or private equity deal with cross-border funds

  When negotiating a cross-border investment, you require due diligence, cross-border compliance, and a clear ownership framework. A lawyer coordinates with BOI, SEC and tax authorities to avoid triggering restrictions or penalties.

• Registering a new investment for incentives or securities offerings

  To access incentives or to issue shares to investors, you need proper registration with BOI or SEC. A lawyer guides document preparation, risk disclosures, and ongoing regulatory reporting obligations.

• Restructuring an existing local company for expansion or exit planning

  Expansion often requires amendments to articles of incorporation, share issuances, or mergers. An attorney ensures compliance with the Revised Corporation Code and securities rules while minimizing disruption to operations.

• Navigating sector-specific licensing and ongoing compliance

  Some sectors require sector regulators and licensing beyond general corporate registration. A legal counsel coordinates licensing, annual reports, and compliance audits to avoid penalties.

3. Local Laws Overview

The Philippines regulates investment and business structuring through several core laws and implementing regulations. The following are foundational texts you will encounter most often.

Foreign Investments Act of 1991 (Republic Act No. 7042) establishes the national policy for attracting foreign investments and sets registration requirements with BOI or SEC for incentives and regulatory compliance. It defines which activities require registration and how incentives are awarded or withdrawn. Enacted in 1991, the law remains the cornerstone for foreign investment regulation. Lawphil text.

Omnibus Investments Code of 1987 (Executive Order No. 226) codifies investment promotion and the framework for incentives and one-stop registration channels. It created mechanisms to streamline investment approvals and policy directions for investors. Executive Order 226 on Lawphil.

Revised Corporation Code of the Philippines (Republic Act No. 11232) modernizes corporate governance, permits changes to capital structures, and updates rules for corporate entities with foreign participation. It aims to provide clearer compliance pathways for domestic and foreign-owned corporations. RA 11232 on Lawphil.

For land ownership and ownership restrictions, the Constitution of the Philippines governs property rights. In particular, foreigners are generally prohibited from owning land, with certain exceptions defined by law. See the Constitution for the framework and limitations. Constitution - Lawphil.

Recent practice notes emphasize streamlined filing processes via BOI and SEC for straightforward investments, with emphasis on clear ownership structures and transparent capital flows. This reflects the government’s ongoing focus on investment climate improvements.

Key sources and official texts to consult include Lawphil and the Official Gazette, which publish the current provisions and amendments. Agencies such as BOI, SEC, and PEZA publish sector-specific guidelines and templates for easy reference.

4. Frequently Asked Questions

What is the Foreign Investments Act of 1991 and how does it affect my business?

The Act regulates foreign investments and requires registration with BOI or SEC to access incentives. It defines eligible activities and ownership protocols. Compliance with FIA determines eligibility for exemptions, tax incentives, and streamlined approvals.

How do I register a new investment with BOI or SEC in the Philippines?

Prepare a project brief, corporate documents, and capital structure details. Submit via the BOI or SEC registration portals and respond to agency inquiries. Processing times vary by project scope, typically weeks to a few months.

What is the difference between a domestic corporation and a foreign-owned corporation?

A domestic corporation is owned by Philippine residents or citizens, while a foreign-owned corporation has non-resident equity. Ownership limits and licensing requirements depend on sector and applicable laws. Foreign shareholding may be restricted in land ownership and in some sensitive industries.

When can a foreigner own land or a property in the Philippines?

Foreigners cannot own land except through hereditary succession or as provided by specific laws. Ownership structures typically use Filipino-owned corporations or lease arrangements for business needs. Always consult counsel before acquiring property rights.

How long does it take to set up a Philippine corporation under the foreign investments regime?

Formation and compliance can range from 2 to 8 weeks for standard domestic setups, and longer for complex foreign-invested ventures. Timelines depend on sector approvals, the completeness of documents, and agency workloads.

Do I need a local partner to start a business involving land or to own a business?

Land ownership by foreigners is restricted, so local arrangements are often necessary. For many other business activities, 100% foreign ownership may be permitted in some sectors with proper registration and incentives. A lawyer can map the best structure for your goals.

How much capital is required to register with BOI for new investments?

There is no universal minimum capital for all investments under FIA. Capitalization requirements depend on sector, project size, and incentive eligibility. Your counsel will tailor a project budget and show how it affects registration and incentives.

What documents are typically required for BOI registration?

Common documents include corporate by-laws, articles of incorporation, project feasibility and financials, board resolutions, and proof of funding. Additional sector-specific data may be requested by BOI or SEC.

What is the process to restructure an existing business for cross-border investment?

Restructuring usually involves amendments to the articles of incorporation, capitalization changes, and updated governance documents. Your lawyer coordinates with BOI, SEC, and tax authorities to ensure continued compliance.

Is it possible to have 100 percent foreign ownership in any sector in the Philippines?

Some sectors permit full foreign ownership; others impose caps. Eligibility depends on sector classification, project type, and incentives. A legal adviser can verify current classifications and guide you accordingly.

Should I hire a lawyer before signing a joint venture agreement?

Yes. A lawyer ensures the agreement aligns with FIA, SEC rules, and tax requirements. They also help protect your interests in ownership, governance, and exit provisions.

5. Additional Resources

• - The government agency responsible for investment promotion, registration of new investments, and granting incentives under the Foreign Investments Act. See: BOI official site.
• - Regulates corporate securities, registration of corporations, and reporting obligations for investors. See: SEC official site.
• - Administers special economic zones and related tax incentives and exemptions for eligible exporters and investors. See: PEZA official site.