Category Archives: Business & Corporate

The One Person Corporation in the Philippines

The creation of a one person corporation is not yet covered by Philippine laws. We support the proposals to allow the creation of one person corporation in the Philippines. We have encountered a number of clients who expressed their interest in creating a one person corporation. We are also handling foreign-registered one person corporations (called a corporation sole in other jurisdiction) doing business in the Philippines. The creation of a one person corporation, long allowed in other countries, is most welcome in the Philippines. Fortunately, there is a pending bill in Congress to allow the creation of a domestic one person corporation. Continue reading

Personal Property Security Act (Republic Act No. 11057): Fact Sheet of House Bill No. 6907

[The Personal Property Security Act, or Republic Act No. 11057, is the result of House Bill No. 6907 under Committee Report No. 550 and Senate Bill. No. 1459 under Committee Report No. 86. Here is the Fact Sheet for House Bill No. 6907:] Continue reading

Personal Property Security Act (Republic Act No. 11057): Sponsorship Speech under Senate Bill No. 1459

[The Personal Property Security Act, or Republic Act No. 11057,  originated from House Bill No. 6907 under Committee Report No. 550 and Senate Bill. No. 1459 under Committee Report No. 86. For a background what spurred the enactment of Personal Property Security Act, it is helpful to look at the explanations given by the law’s sponsors, including the sponsorship speech of Senator Paolo Benigno “Bam” A. Aquino IV on 22 May 2016. Here’s the full text:] Continue reading

Electronic Clearing of Checks in the Philippines Starts January 2017

[The Bangko Sentral ng Pilipinas (BSP) has approved the implementation of the electronic clearing of checks, starting January 2017. This will speed up the clearing of checks from 3 to 5 banking days, down to 1 day. Issuers must consider the faster clearing of checks to avoid bouncing checks. To assist in the dissemination of this information, we are reproducing the media release of the BSP.] Continue reading

Cram-Down Clause under the Financial Rehabilitation and Insolvency Act (FRIA) of 2010

Cram-down is the power of the rehabilitation court to approve and implement a rehabilitation plan notwithstanding the objection of the majority of creditors. As noted in the case of Bank of the Philippine Islands vs. Sarabia Manor Hotel Corporation (G.R. No. 175844, 29 July 2013), the “cram-down” clause, which is currently incorporated in Section 64 of Republic Act No. 10142, also known as the Financial Rehabilitation and Insolvency Act (FRIA) of 2010, “is necessary to curb the majority creditors’ natural tendency to dictate their own terms and conditions to the rehabilitation, absent due regard to the greater long-term benefit of all stakeholders. Otherwise stated, it forces the creditors to accept the terms and conditions of the rehabilitation plan, preferring long-term viability over immediate but incomplete recovery.” Section 64 reads: Continue reading

Republic Act No. 10667: Philippine Competition Act

Republic of the Philippines
Congress of the Philippines

Metro Manila

Sixteenth Congress

Second Regular Session

Begun and held in Metro Manila, on Monday, the twenty-eighth day of July, two thousand fourteen.

Republic Act No. 10667

AN ACT PROVIDING FOR A NATIONAL COMPETITION POLICY PROHIBITING ANTI-COMPETITIVE AGREEMENTS, ABUSE OF DOMINANT POSITION AND ANTI-COMPETITIVE MERGERS AND ACQUISITIONS, ESTABLISHING THE PHILIPPINE COMPETITION COMMISSION AND APPROPRIATING FUNDS THEREFOR

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Philippine Mining: The Grandfather Rule for Foreign Investments

If you are a foreign investor thinking of putting in capital for mining businesses in the Philippines, you must have asked if there is a limit on foreign ownership for Philippine mining companies. The Supreme Court again discussed this issue in a recent ruling denying a motion for reconsideration filed by certain mining companies in the Philippines. The controversy is anchored on the requirement that mining, among other activities, is reserved by the Constitution — the highest law of the land — for Filipinos. Sec. 2, Art. XII of the Constitution, which provides that the exploration, development, and utilization of of natural resources is reserved to Filipinos, whether natural persons or juridical persons. Filipino juridical persons refer to “corporations or associations at least sixty per centrum of whose capital is owned by such citizens.” Continue reading

Principal Office Address: Amending the Articles of Incorporation

Corporate compliance, just like tax and other reportorial requirements, is easier if handled by an army of staff, whether organic or outsourced. For small and medium entrepreneurs (SMEs), however, employees cannot be considered as mere items of expense in the corporate books, for the simple reason that SMEs are naturally saddled with a lower spending cap. The enterepeneur ends up doing the marketing and selling, while performing the administrative backend, including corporate compliance.  Continue reading

Why You Should Read your Car’s Warranty Booklet: Philippine Lemon Law

Read the manual, we’ve been told, even if you don’t follow it. When it comes to motor vehicles, many (but not all) drivers make it a point to read the Vehicle Manual. Only a few, however, bother to read the Warranty Booklet. There’s now a reason why owners and drivers should pay attention to the Warranty Booklet as well. The President recently signed the Philippine Lemon Law (see full text of Republic Act 10642, also known as the Philippine Lemon Law; see also the Q&A on the Philippine Lemon Law). This new law provides for specific steps and procedure for a consumer to avail of his/her rights (refer to the Steps in Availing of Consumer Rights under the Lemon Law).

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