Insights · 19 guides

Setting Up & Structuring

Choosing an entity, registering it, and getting the permits to open your doors.

Related practice area: Corporation and Special Projects

Setting Up & Structuring · June 9, 2026

How Foreign Investors Can Structure a Philippine Holding Company in 2026: Tax Optimization, Intercorporate Dividends, and Post-CREATE MORE Act Considerations

A legal guide for foreign investors on establishing a Philippine holding company — covering the tax optimization benefits of intercorporate dividends under the National Internal Revenue Code, the SEC's beneficial ownership disclosure rules and HARBOR registry, CREATE MORE Act (RA 12066) incentives for holding structures, thin capitalization considerations, anti-dummy law compliance, and practical structuring guidance for multi-jurisdiction investment vehicles in 2026.

Joren Lex Tan

Setting Up & Structuring · May 9, 2026

ROHQ vs. Branch vs. Representative Office vs. Subsidiary: Choosing a Philippine Structure as a Foreign Investor

A foreign company can enter the Philippines through a Regional Operating Headquarters (ROHQ), a Branch Office, a Representative Office, or a Domestic Subsidiary. The choice is not merely administrative — it determines your tax liability, the activities you may legally conduct, the capital you must commit, the regulators that oversee you, and whether your parent company answers for Philippine liabilities. This guide compares all four structures under current Philippine law, including the end of the ROHQ preferential rate and the CREATE MORE Act (RA 12066), and offers a practical decision framework.

Garreth-Daniel Tungol

Setting Up & Structuring · March 20, 2026

Can a Foreigner Open a Restaurant in the Philippines?

Yes — but the legal path depends on how much you plan to invest. Here's a concise breakdown of the ownership rules, capital requirements, and registration steps for foreign-owned restaurants in the Philippines.

Jose Ben Campos

Setting Up & Structuring · March 9, 2026

Can a Foreigner Be a Sole Proprietor in the Philippines?

Contrary to popular belief, foreign nationals can register a sole proprietorship in the Philippines — but only if they meet strict capital and regulatory requirements under the Foreign Investments Act.

Garreth-Daniel Tungol

Setting Up & Structuring · February 20, 2026

Joint Ventures and Partnership Structures for Foreign Investors in the Philippines: A Legal Guide

A detailed legal guide to structuring joint ventures and partnerships in the Philippines as a foreign investor — covering the Civil Code partnership framework, the Revised Corporation Code (RA 11232), Foreign Investments Act (RA 7042 as amended by RA 11647), Anti-Dummy Law (CA 108), equity restrictions, corporate governance, and practical structuring strategies for foreign-Filipino business collaborations.

Joren Lex Tan

Setting Up & Structuring · February 19, 2026

Franchise Regulations for Foreign Brands Entering the Philippines: A Legal Guide

A legal guide to Philippine franchise regulations for foreign brands — covering the regulatory framework, IP Code technology transfer rules, the Retail Trade Liberalization Act, intellectual property protection, withholding tax on royalties, corporate structuring options, and practical compliance steps for international franchisors expanding into the Philippine market.

Daniel John Fordan

Setting Up & Structuring · February 15, 2026

SEC Registration Requirements for Foreign Corporations in the Philippines: A Guide

A legal guide to registering a foreign corporation with the Philippine Securities and Exchange Commission, covering branch offices, representative offices, regional headquarters, capital requirements, and the documentary process under the Revised Corporation Code and Foreign Investments Act.

Joren Lex Tan

Foreign Ownership & Property · June 9, 2026

The 13th Foreign Investment Negative List: What Foreign Investors Must Know Under Executive Order No. 113 (Effective May 2, 2026)

Executive Order No. 113, Series of 2026, promulgates the Thirteenth Regular Foreign Investment Negative List. Signed on April 13, 2026, published on April 17, and effective May 2, 2026, it replaces the 12th list issued in 2022 and changes the rules for retail trade, telecommunications, renewable energy and defense materiel. This guide explains how the Negative List works, what changed, what stays restricted, how the Anti-Dummy Law and the SEC's HARBOR beneficial ownership registry apply alongside it, how BIR RMC No. 24-2026 treats cross-border service fees, and the practical steps for structuring an investment under the new rules.

Daniel John Fordan

Fintech & Financial Regulation · May 23, 2026

A Foreign Fintech Founder's Guide to Philippine Regulatory Licensing in 2026: From BSP Applications to AMLC Registration

The Philippines has emerged as one of Southeast Asia's most dynamic fintech markets — but for foreign founders and investors looking to build, scale, or launch digital financial services in the country, the regulatory path is a minefield of licensing requirements, moratoriums, capitalization thresholds, and compliance obligations that change year by year. This article explains the Philippine fintech regulatory landscape in 2026, covering the Bangko Sentral ng Pilipinas (BSP) licensing framework, the Securities and Exchange Commission (SEC) registration process for fintech entities, the Anti-Money Laundering Council (AMLC) compliance regime, the National Privacy Commission (NPC) obligations, the Anti-Financial Account Scamming Act (RA 12010) and BSP Circular No. 1213's expanded compliance mandates, and the practical roadmap for foreign investors seeking to establish a compliant fintech presence in the Philippines.

Sarah Camille Francisco

Regulated Sectors · May 12, 2026

The Philippine Competition Act for Foreign Investors: Prohibited Conduct, PCC Enforcement, and M&A Notification

Republic Act No. 10667 reaches foreign companies that do business in the Philippines — and foreign deals that affect Philippine markets. This guide covers what you need to know: the per se ban on price-fixing and bid rigging, the rules on abuse of dominant position, the PCC's investigative and penalty powers, and the compulsory merger notification regime, including the thresholds effective March 1, 2026 of PHP 9.1 billion (Size of Party) and PHP 3.8 billion (Size of Transaction), the 30-day filing deadline, the Phase 1 and Phase 2 review timeline, and the gun-jumping rules that can void a transaction.

Daniel John Fordan

Foreign Ownership & Property · February 27, 2026

Foreign Ownership in Philippine Retail Trade: A Legal Guide to RA 11595 and the Retail Trade Liberalization Act

A legal guide to foreign ownership in Philippine retail trade — covering Republic Act No. 11595, the amended Retail Trade Liberalization Act, minimum paid-up capital requirements, reciprocity conditions, DTI and SEC registration, the IRR, penalties for non-compliance, and practical strategies for foreign retailers entering the Philippine market.

Joren Lex Tan

Beyond the reading

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Every article here is written by a practicing TTFC attorney. If your situation has wrinkles the guide doesn’t cover, bring it to us directly.