American divorce Assistance and creating LLC

Hi.

I would be comfortable with collaborating with your American lawyer in the matter of your planned divorce with your American wife.

In the matter of your proposed formation of a limited liability company with your Filipina partner, I would love to assist you and your business partner towards the accomplishment of your initial business plans.

Thank you and best regards,

Atty. Jojo

Hello: Thank you for your message. I will presume that your concerns involve Philippine jurisdiction on the local side, and coordination with U.S. counsel for your divorce. I am the Owner and Managing Partner of Recososa Law Firm, based in the Philippines, with offices in Luzon, Visayas and Mindanao. Let me address your concerns clearly and practically. On coordinating with your American lawyer regarding your divorce: a.) If you are separated from your American spouse and the divorce is being processed in the United States, the Philippine legal issue that eventually arises is recognition of the foreign divorce under Article 26 of the Family Code. If you are a Filipino citizen and your spouse is American, and your spouse obtains a valid divorce abroad, you may file a Petition for Judicial Recognition of Foreign Divorce in the Philippines so that you can remarry and have your civil status updated locally. b.) Our role on the Philippine side would be to coordinate with your U.S. lawyer to secure certified copies of the divorce decree, proof of foreign law, and ensure the divorce is valid under U.S. state law. We then file the proper petition before the Regional Trial Court here. c.) If you are already divorced abroad, but have not yet filed recognition here, that is something we can handle entirely in the Philippines while working with your U.S. counsel. Now, on setting up a Philippines LLC with your Filipina partner: a.) There is technically no “LLC” in the Philippines in the U.S. sense. The closest equivalents are: a.) A Domestic Corporation under the Revised Corporation Code. b.) A One Person Corporation, if only one stockholder. c.) A Partnership, if you prefer a less formal structure. Secondly, ownership restrictions matter. If you are a foreign national: a.) Some industries allow 100 percent foreign ownership. b.) Others are partially restricted under the Foreign Investments Act and the Foreign Investment Negative List. c.) Certain areas like land ownership remain restricted to Filipino citizens or 60 40 Filipino majority corporations. So before forming the entity, we need to clarify the nature of the business. Is it service based, BPO, trading, real estate, restaurant, online business? The structure depends heavily on this. Thirdly, if your Filipina partner will be majority owner to comply with foreign ownership rules, we must structure this carefully to avoid future disputes. I have seen too many cases where foreign investors relied purely on trust and informal arrangements. That is a mistake. You will need: a.) A properly drafted Articles of Incorporation and By Laws. b.) A Shareholders Agreement defining capital contributions, profit sharing, exit terms. c.) Clear provisions on control, board seats, and deadlock mechanisms. d.) Protection clauses if you are contributing substantial capital. If the business will involve land or property, we must be extra careful to stay compliant with constitutional restrictions. It would also mean a lot if you could like and share our pages: Sincerely, ATTY. JOFRE B. RECOSOSA Owner, Managing Partner Recososa Law Firm