Best Investment & Business Structuring Lawyers in San Juan

About Investment & Business Structuring Law in San Juan, Philippines

Investment and business structuring laws in the Philippines govern how companies are formed, organized, phased through governance structures, and compliant with national and local rules. In San Juan, these national frameworks interact with local permits and licensing processes administered by the city government. The result is a coordinated system that covers corporate formation, ownership, governance, reporting, and ongoing compliance.

Key national frameworks shape how San Juan businesses are structured, including corporate formation rules, foreign ownership considerations, and tax obligations. Businesses should plan for SEC registrations, BIR registrations, and local business permits as part of a typical setup. A clear understanding of these elements helps avoid delays and penalties during startup and ongoing operations.

Because San Juan is part of Metro Manila, local licensing and permit requirements align with the National Government’s standards while applying local administrative processes. This includes mayor’s permits, fire safety clearances, and city-level regulatory compliance that must be coordinated with national requirements. Working with a qualified attorney helps synchronize all steps efficiently.

Why You May Need a Lawyer

• Starting a new company in San Juan requires securing SEC registration, capital structure compliance, and appropriate disclosures. An attorney helps prepare the articles of incorporation, by-laws, and notices for initial directors to satisfy both SEC and local requirements.
• Planning a foreign investment in a San Juan business necessitates compliance with the Foreign Investments Act and related rules. A lawyer can determine permissible ownership levels, industry classifications, and required registrations to avoid restrictions or penalties.
• Restructuring an existing San Juan business, such as converting from a partnership to a corporation or merging entities, involves updated governance documents and filings. An attorney guides the process to meet the Revised Corporation Code requirements.
• Applying for and renewing local mayor’s permits and business licenses in San Juan requires coordination with city departments. A legal professional can prepare the necessary local documents and ensure timely renewals to prevent operating interruptions.
• Handling cross-border or local tax planning requires alignment with the National Internal Revenue Code and local tax rules. A lawyer can coordinate with BIR filings, VAT or income tax considerations, and problem-solving for audits or disputes.
• Timing sensitive events such as share transfers, capital increases, or dissolution demand precise notices and filings. A corporate attorney ensures compliance with SEC timelines and the proper execution of share issuances or buy-sell agreements.

Local Laws Overview

Two core national laws govern investment and business structuring that directly affect San Juan operations, along with local governance principles enforced by the city:

• Republic Act No. 11232 - Revised Corporation Code of the Philippines. This law modernizes corporate governance, introduces new governance frameworks, and expands options for corporate form and management. It affects how corporations in San Juan issue shares, appoint officers, and conduct meetings. Official Gazette.
• Republic Act No. 7042 - Foreign Investments Act. This law governs foreign participation in Philippine industries, sets licensing and registration rules, and outlines which activities are subject to restrictions or liberalization. It shapes how San Juan based ventures can attract foreign equity and operate across sectors. Official Gazette.
• Republic Act No. 7160 - Local Government Code. This act outlines local government powers over business permits, taxes, and regulatory processes at the city level, including San Juan City Hall procedures for business licensing, zoning, and local regulatory compliance. Official Gazette.

In addition to these national laws, local practice in San Juan is shaped by city-level rules on permits, inspections, and licensing. For example, businesses must obtain a mayor's permit, local tax clearances, and fire safety clearance to operate legally within San Juan. Recent administrative updates emphasize streamlined permit processing and electronic submissions in some districts.

“The Revised Corporation Code modernizes corporate governance and expands corporate options to support easier business structuring.”

Official Gazette and related government sources outline the framework for investors and business owners in San Juan.

Frequently Asked Questions

What is the Revised Corporation Code RA 11232 and how does it affect San Juan businesses?

RA 11232 updates corporate governance, including new rules for corporate officers and board structure. It simplifies certain capital and governance requirements for Philippine corporations, including those operating in San Juan.

How do I register a corporation with the SEC in San Juan and what documents are required?

You typically file articles of incorporation, by-laws, and list of the initial directors with the SEC. You also submit proof of payment, a name verification, and relevant disclosures. Prepare resident agent details and corporate address in San Juan.

When must San Juan business permits be renewed and what penalties apply if late?

San Juan mayor’s permits generally require annual renewal, often aligned with the calendar year. Late renewals may incur penalties and potential temporary suspension of business operations until compliance is restored.

Do foreign investors face ownership restrictions for specific sectors in San Juan?

Yes, ownership in certain sectors remains restricted by national laws under FIA and related regulations. A local attorney can map out which activities are restricted and structure ownership within permitted limits.

How long does it take to obtain local permits in San Juan after filing?

Processing times vary by permit type and agency, but typical municipal clearances take several weeks to a few months. Early preparation of complete documents reduces delays significantly.

Can a sole proprietor convert to a corporation in San Juan, and what is the process?

Conversion involves filing with the SEC, updating local permits, and transferring assets. A lawyer coordinates the steps, including share issuance, by-laws adoption, and tax considerations.

What fees are typically involved with registering a business in San Juan?

Fees include SEC filing and processing charges, mayor’s permit fees, barangay clearance if required, and registration costs with BIR. The precise amount depends on capitalization and business type.

Is the Foreign Investments Act applicable to San Juan-based enterprises?

Yes, FIA applies to foreign-owned ventures nationwide, including San Juan. It governs permissible ownership structures and registration requirements with BOI and other agencies.

How do changes in tax reform affect corporate income tax in San Juan?

Tax reform affects corporate income rates, allowances, and compliance. Businesses must align with the National Internal Revenue Code and any TRAIN-related changes during filing and payments.

What is the difference between a corporation and a partnership under Philippine law?

A corporation is a separate legal entity with shareholders and directors, while a partnership is owned by partners with joint liability. The tax and governance implications differ significantly in both structures.

How can I dissolve a company registered in San Juan, and what is the timeline?

Dissolution involves board resolutions, SEC clearance, settlement of liabilities, and tax finalization. Timelines vary by complexity but typically span several months.

Do I need a lawyer to handle mergers and acquisitions in San Juan?

Yes, a lawyer ensures compliance with corporate governance rules, due diligence, and regulatory filings. They help draft agreements and coordinate filings with SEC and BIR.

Additional Resources

• Securities and Exchange Commission Philippines - Oversees corporate registration, governance standards, and corporate disclosures for entities operating in the Philippines. SEC Philippines
• Department of Trade and Industry - Provides business name registration guidance, consumer protection, and industry standards relevant to business operations in San Juan. DTI Philippines
• Official Gazette - Government portal hosting the text of Republic Acts such as the Revised Corporation Code and the Foreign Investments Act. Official Gazette
• Bureau of Internal Revenue - Central agency for tax registration, compliance, and enforcement applicable to businesses in San Juan. BIR Philippines

Next Steps

1. Define your business structure and identify whether you will have local or foreign ownership in San Juan. This guides SEC registration and local licensing needs. Timeline: 1-2 weeks for initial planning.
2. Consult a San Juan based corporate attorney to map the regulatory path and assemble required documents for SEC registration and local permits. Timeline: 1-3 weeks for document collection.
3. Prepare and file with the SEC, then coordinate with the San Juan City Hall for mayor’s permit and local clearances. Timeline: 4-8 weeks for initial approvals, depending on completeness and scheduling.
4. Register with the BIR and obtain any necessary tax registrations or permits for your entity. Timeline: 2-4 weeks after SEC approval.
5. Secure ongoing governance and compliance milestones, including annual general meetings and reporting. Timeline: ongoing, with annual review dates to mark on your calendar.
6. Establish a routine for annual permit renewals and regulatory filings to avoid penalties. Timeline: renewals typically due before the anniversary of your permit issuance.