What is corporate law in the Philippines?

Corporate law in the Philippines is governed primarily by the Corporation Code of the Philippines (Batas Pambansa Blg. 68). This law defines the formation, organization and regulation of private corporations in the country.

What are the requirements for incorporating a business in the Philippines?

To incorporate a business in the Philippines , you need at least one but not more than fifteen incorporators, each of whom must hold one share and must be a resident of the Philippines. You must also prepare articles of incorporation and by-laws, which outline the purpose of your corporation and its corporate structure. These documents must be submitted to the Securities and Exchange Commission (SEC) for approval.

What is the minimum capital requirement for a corporation?

The minimum capital requirement for a corporation can vary depending on the type of business, but under the Corporation Code, the authorized capital stock of any corporation should not be less than five thousand pesos (P5,000).

Can a foreigner own a business in the Philippines?

Yes, however the capitalization amount depends on which industry is entered and whether or not it is on the negative list.

What is a foreign-owned corporation in the Philippines?

A foreign-owned corporation is a corporation that is more than 40% owned by non-Filipino citizens. Certain sectors or industries in the Philippines restrict the percentage of foreign ownership.

Can a foreign corporation do business in the Philippines?

Yes, a foreign corporation can do business in the Philippines, but it must first secure the appropriate license from the SEC as either a Representative Office , a Branch Office , Regional Headquarters or a Regional Operating Headquarters. Certain industries and sectors may have restrictions on foreign participation.

What is a stock corporation?

A stock corporation is a corporation where the captial is divided into shares. It is authorized to distribute to the holders of such shares dividends or allotments on the surplus profits based on the number of shares held.

What is a non-stock corporation?

A non-stock corporation is a corporation where no part of its income is distributable as dividends to its members, trustees, or officers. These are usually formed for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes.

How is a corporation dissolved?

A corporation can be voluntarily dissolved by the vote of at least two-thirds of its outstanding capital stock or members, or it can be involuntarily dissolved by the SEC on certain grounds such as fraud or serious misrepresentation.

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