Corporate Law
The Philippine economic landscape offers a wealth of opportunities for both local entrepreneurs and global enterprises. However, capturing this potential requires a sophisticated understanding of the country’s intricate corporate and commercial laws. For companies seeking to establish, scale, or protect their operations in the Philippines, a robust legal framework governs everything from market entry and daily operations to complex cross-border transactions and regulatory compliance.
The bedrock of doing business in the country is the Revised Corporation Code (RCC) (Republic Act No. 11232).
SCOPE OF SERVICES
Company Registration
Corporate law helps investors select the appropriate corporate vehicle (e.g., domestic subsidiary, branch office, representative office, or One-Person Corporation) and secure registration with the SEC and other relevant agencies. It also includes setting up local branches, representative offices, or regional headquarters for foreign entities.
Corporate Secretarial Services
Maintaining corporate records, filing General Information Sheets (GIS), and ensuring regulatory compliance.
Mergers and Acquisitions (M&A)
Conducting legal due diligence and drafting agreements for business buyouts or consolidations.
Contract Drafting and Review
Preparing commercial leases, franchise agreements, and service contracts.
Regulatory Compliance
Navigating the rules of various government bodies, including secondary licenses from the Food and Drug Administration (FDA), the Bangko Sentral ng Pilipinas (BSP), or obtaining tax incentives from the Philippine Economic Zone Authority (PEZA) and the Board of Investments (BOI).
Corporate Dissolution and Insolvency
Assisting businesses through the legal steps of winding down operations, formal liquidation, or filing for corporate rehabilitation.
TYPES OF CLIENTS SERVED
Domestic Micro, Small, and Medium Enterprises (MSMEs) & Startups
Seeking foundational advice on local business permits, initial compliance, and early-stage commercial agreements.
Large Domestic Conglomerates
Publicly listed or highly capitalized local companies requiring continuous counsel on market dominance rules, complex financing, and shareholder relations.
Foreign Investors and Multinational Corporations (MNCs)
Entities looking to establish a presence or create joint ventures within the Philippines.
Boards of Directors and Corporate Officers
Individual executives seeking legal protection or advice regarding their fiduciary duties, liabilities, and governance standards under the law.
COMMON LEGAL ISSUES HANDLED
Foreign Equity Restrictions
Determining whether a business activity complies with the Philippine Foreign Investment Negative List, which limits foreign ownership in sectors like mass media, advertising, or land ownership.Intra-Corporate Disputes
Managing conflicts arising between shareholders, or between shareholders and directors, regarding governance, dividend distribution, or management deadlock.
Piercing the Veil of Corporate Fiction
Addressing legal actions where opposing parties attempt to hold individual stockholders or officers personally liable for corporate debts due to alleged fraud or alter-ego operations.
Tax Implications of Transaction
Aligning corporate actions with the National Internal Revenue Code to optimize capital gains tax, documentary stamp tax, and value-added tax liabilities during asset transfers or mergers.
Labor Relations Intersect
Balancing corporate actions (like downsizings, closures, or mergers) with the strict, pro-labor protections established by the Philippine Labor Code.
APPROACH TO HANDLING MATTERS
Advisory-Based and Strategic Consulting
Lawyers act as strategic partners. They evaluate corporate actions—like expanding operations or modifying share structures—against current Philippine legislation to minimize future legal vulnerabilities before a business decision is executed.Compliance-Focused
A massive portion of daily management revolves around navigating government bureaucracy. Corporate lawyers ensure their clients tightly adhere to rules issued by the SEC, the Bureau of Internal Revenue (BIR), the Philippine Competition Commission (PCC), and the National Privacy Commission (NPC).
Negotiation and Transaction-Driven
When handling partnerships, mergers, or commercial agreements, the engagement is highly fluid. Lawyers actively drive negotiations to secure favorable terms, resolve stalemates, and translate business handshake deals into ironclad, legally binding documentation.
Litigation Strategy and Alternative Dispute Resolution
While corporate lawyers prefer to avoid the courtroom, disputes do occur. Engagement management shifts to litigation strategy or ADR when addressing inter-corporate (between different corporations) or intra-corporate (between the company and its stockholders) friction, or defending a firm against regulatory sanctions.
