Best Investment & Business Structuring Lawyers in Taguig

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

Investment and business structuring in Taguig operates under national Philippine law, complemented by local ordinances issued by Taguig City Government. Entrepreneurs choose their vehicle and governance framework to protect liability, optimize taxes, and meet regulatory requirements. Domestic and foreign investments alike must align with both national codes and local permit processes.

Common corporate vehicles include sole proprietorships registered with the Department of Trade and Industry (DTI), and corporations registered with the Securities and Exchange Commission (SEC). The One Person Corporation (OPC) introduced in recent years offers a single-owner corporate structure for individuals who want limited liability. Structuring also involves tax considerations with the Bureau of Internal Revenue (BIR) and potential local permits issued by Taguig City’s Business Permit and Licensing Office (BPLO).

Recent legal developments influence how you structure a business in Taguig. The Revised Corporation Code modernizes governance and formation rules for corporations, while the Ease of Doing Business Act streamlines government services affecting permit processing. These national rules are implemented alongside Taguig’s local permit and compliance requirements.

Republic Act No. 11232 - Revised Corporation Code of the Philippines took effect in 2019, updating corporate governance and formation rules.

Republic Act No. 11032 - Ease of Doing Business and Efficient Government Service Delivery Act, enacted in 2018, aims to shorten processing times for permits and registrations.

Key resources for national rules include the Official Gazette and sector-specific government sites. See national summaries and updates on the Official Gazette and the Securities and Exchange Commission for corporate registration guidance. For local permits, consult Taguig City Government official channels.

For easy access to official information, refer to these sources:

• Official Gazette
• Securities and Exchange Commission (SEC) Philippines
• Department of Trade and Industry (DTI) - business name registration and guidelines
• Bureau of Internal Revenue (BIR) - tax registration and compliance

2. Why You May Need a Lawyer

In Taguig, a lawyer specializing in Investment & Business Structuring can help you navigate complex national and local requirements. Below are concrete scenarios where professional legal guidance is essential.

• A foreign investor plans to establish a company in Bonifacio Global City and needs to structure ownership to comply with the Foreign Investments Act and constitutional limits. A lawyer can advise on permissible ownership, corporate vehicle, and regulatory filings.
• You want to convert a locally registered partnership into a corporation or One Person Corporation to limit personal liability and improve governance. Legal counsel can manage name verification, documents, and SEC filing steps.
• Your startup seeks to bring in foreign participants and design a cap table that complies with FIA restrictions while preserving control. An attorney can draft investment agreements and ensure proper disclosures.
• You face a Tax Audit or registration issue with the BIR and require representation to develop a compliant tax plan and respond to notices. A lawyer can coordinate with the BIR and prepare necessary documents.
• You plan a merger or acquisition involving Taguig-based entities and need due diligence, regulatory filings with SEC, and local permit alignment. A law firm can handle due diligence, approvals, and integration steps.
• You want to establish a local presence via a branch or liaison office and must navigate licensing, permits, and local tax obligations. Counsel can map the structure and prepare required documents.

3. Local Laws Overview

Taguig businesses must adhere to both national statutes and local regulations. The following laws and rules are central to investment and business structuring in Taguig.

• Republic Act No. 11232 - Revised Corporation Code of the Philippines, which modernizes corporate governance, formation, and ongoing compliance for domestic corporations. Effective February 20, 2019.
• Republic Act No. 11032 - Ease of Doing Business and Efficient Government Service Delivery Act, designed to streamline government processes including business permit issuance. Enacted in 2018.
• Foreign Investments Act of 1991 - Republic Act No. 7042, governing foreign investments and the framework for investments owned by non-residents in various sectors. The act has been amended over time to reflect policy changes; refer to implementing rules for current requirements.

In addition to these national laws, Taguig City administers local rules governing business permits, inspections, and local taxes through BPLO and related offices. The local implementation of permits is subject to national standards and the city’s own processing practices.

Taguig City and national authorities work within the framework of the Ease of Doing Business Act to reduce permit processing times and improve service delivery for local businesses.

For official information on the national statutes and local implementation in Taguig, use these government resources:

• Official Gazette - national statutes
• SEC Philippines - corporate registrations and compliance
• DTI - business name registration and guidance
• BIR - taxes, VAT, and registration
• Taguig City Government - BPLO and local permit information

4. Frequently Asked Questions

What is the Revised Corporation Code and why does it matter in Taguig?

The Revised Corporation Code modernizes corporate governance and formation rules for Philippine corporations. It affects how you form, manage, and dissolve corporations registered in Taguig and across the country. Legal counsel helps ensure compliance with new provisions and updates in corporate action requirements.

How do I register a new corporation in Taguig step by step?

First, verify name availability with SEC. Then prepare the articles of incorporation and bylaws, pay filing fees, and submit requirements to SEC. After SEC approval, obtain local permits from BPLO and register for taxes with BIR.

When should I consider converting a sole proprietorship to an OPC or corporation?

Conversion is advisable when you need limited liability, easier access to capital, or formal governance. Start with a legal assessment of liability exposure and tax implications, then file the appropriate conversion documents with SEC and DTI as required.

Where can I file corporate documents for registration in Taguig?

For national registration, file with the Securities and Exchange Commission. Local licensing and permits are obtained from Taguig BPLO after national registration is complete. Online and in-person options vary by year and permit type.

Why should I hire a lawyer for investment structuring in Taguig?

A lawyer can ensure compliance with FIA restrictions, corporate governance requirements, and timely filings with SEC, BIR, and BPLO. They help minimize regulatory risk and tailor structuring to your specific investment profile in Taguig.

Can a foreigner own a business in Taguig and what limits apply?

Foreign ownership in many sectors is restricted by the Philippine Constitution and FIA. In some cases, foreigners may own up to 40 percent or form joint ventures with Filipino partners. An attorney can design compliant ownership structures and advise on sector-specific rules.

Do I need to file annual reports with SEC after incorporation?

Yes. Most corporations must file annual reports and financial statements with SEC and comply with ongoing reporting requirements. A lawyer can prepare and coordinate these filings and ensure deadlines are met.

Is an OPC available to small startups in Taguig?

Yes. The OPC provides a single-owner corporate form with limited liability. It is suitable for solo founders who want corporate protections without a partner structure, subject to compliance with corporate requirements.

How long does it take to obtain a local business permit in Taguig?

Processing times vary with permit type and compliance status. Under the Ease of Doing Business framework, authorities aim to reduce waiting times, but you should budget several weeks from application to permit issuance. A lawyer can help coordinate documents to avoid delays.

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

A domestic corporation is owned by Philippine nationals, while a foreign-owned subsidiary has foreign equity but may be structured to comply with FIA and constitutional limits. Both must register with SEC and obtain BPLO permits, but ownership and governance requirements differ.

Do I need DTI registration for a business name in Taguig if I plan to operate as a corporation?

DTI registration is generally required for sole proprietorships and certain pre-registered business names. Corporations register primarily with SEC, but may still use a business name registered with DTI for branding and trade purposes where applicable.

What is the typical cost range for SEC filing and local permit fast-tracking in Taguig?

Costs vary by entity type and permit category. SEC filing fees depend on capitalization and document requirements, while BPLO fees cover local permit issuance. A lawyer can provide a detailed, current cost estimate for your specific structure.

5. Additional Resources

These official resources offer essential guidance for investment and business structuring in the Philippines. They provide regulatory frameworks, forms, and official guidance necessary for compliance.

• Department of Trade and Industry (DTI) - Registration of business names and guidance for sole proprietorships; official portal and forms. https://www.dti.gov.ph
• Securities and Exchange Commission (SEC) Philippines - Corporate registration, governance requirements, and compliance for corporations and partnerships. https://www.sec.gov.ph
• Bureau of Internal Revenue (BIR) - Tax registration, VAT, and compliance for businesses operating in the Philippines. https://www.bir.gov.ph

6. Next Steps

1. Clarify your business plan and preferred corporate structure in Taguig (domestic, OPC, or foreign-owned). Define ownership, management, and funding sources.
2. Identify potential law firms or attorneys in Taguig with experience in investment structuring, corporate registrations, and local permit matters.
3. Check credentials and track record with SEC, DTI, and BIR matters relevant to your planned entity and sector.
4. Schedule initial consultations to discuss your structure, regulatory requirements, and timelines; prepare a document packet (proposed name, business plan, ownership structure, and funding sources).
5. Obtain written engagement terms, including scope of work, filing responsibilities, and estimated timelines.
6. Prepare and file required documents: name verification, articles of incorporation or partnership agreement, bylaws, and supporting documents for SEC and BPLO.
7. Monitor progress and maintain compliance calendars for SEC filings, BIR registrations, and BPLO permit renewals; adjust structure as needed based on regulatory guidance.