Corporate Law
Corporate Law
A Domestic Corporation is the equivalent of a Limited Liability Corporation where shareholders are protected in case of default or claim. It is a popular choice for doing business in the Philippines. One of its best perks is that it can be 100% owned by a foreigner, as long as it is not on the Negative List of restricted industries.
Corporate Law Services
INCORPORATION
Registering a business in the Philippines requires filing with the SEC, BIR, City hall and other agencies.
FOREIGN CORPORATIONS DOING BUSINESS IN THE PHILIPPINES
Foreign companies may operate in the Philippines as a Representative Office, Branch Office Regional HQ or a ROHQ.
CORPORATE SECRETARY
Corporate secretary duties include SEC reporting, board meeting records, stock management, and General Information Sheet filing.
RESIDENT AGENT
Resident Agents receive summons and legal pleadings for a foreign corporation doing business in the Philippines.
LEGAL COUNSEL
Legal counsel helps corporate clients avoid costly litigation by advising them on HR policies, contracts, and compliances.
INTELLECTUAL PROPERTY
Registering and maintaining a trademark in the Philippines is the first step in protecting a company’s investment in brand building.
LITIGATION
When disputes arise with shareholders, clients, employees or customers, litigation may be needed to resolve the issue.
COMMERCIAL DISPUTES
Arbitration in the Philippines is a faster way to resolve corporate disputes. Alternative methods include mediation, negotiation, and conciliation.
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WHAT TO EXPECT
Foreigners can own 100% of a businesses in the Philippines except for those that are protected industries due to security risks or because of national interests. For those industries that allow 100% foreign ownership, the capitalization amount can range from Php 5,000 or more depending on the industry desired.
Capitalization starts at around Php 5,000 but may increase based on factors like foreign ownership, industry type, and whether the company is export-oriented. Sectors like banking require higher capital. Final requirements vary depending on the business model and regulatory rules.
As companies grow, legal counsel supports best practices in Human Resources, compliance, and reporting. Proper guidance reduces litigation, penalties, and license risks. FCB Law Office tailors its approach to each client’s needs, ensuring relevant issues are addressed effectively.
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FREQUENTLY ASKED QUESTIONS
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.
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.
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).
Yes, however the capitalization amount depends on which industry is entered and whether or not it is on the negative list.
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.
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.
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.
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.
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.