Corporate And Transactional
Guzman Acain LLP advises local and foreign corporations, investors, and entrepreneurs on the full range of Philippine corporate and commercial law. Our corporate practice is built on direct partner experience in high-stakes transactions. Co-founding partner Alexander Llanes Acain Jr. served as General Counsel of Kuwait National Airways, where he negotiated multi-billion dollar aircraft purchase agreements with Airbus and Embraer and concluded long-term operating leases with AerCap and ICBC — among the most consequential commercial transactions a corporate lawyer handles. We bring that depth to every client engagement.
We have represented corporate clients from Australia, the United States, Kuwait, India, China, and across Europe, the Middle East, and Asia-Pacific in establishing Philippine business entities, and have issued legal opinions on Philippine law accepted by foreign regulatory authorities and financial institutions in multiple jurisdictions.
Business Formation & Market Entry
Choosing the right corporate structure is the first and most consequential decision a foreign investor makes when entering the Philippine market. The options — domestic corporation, One Person Corporation, branch office, representative office, or regional headquarters — carry different ownership restrictions, tax implications, liability exposure, and regulatory requirements.
Under the Revised Corporation Code (RA 11232), Philippine corporations may now have perpetual existence and a single stockholder, with reduced minimum paid-up capital requirements. Foreign equity remains subject to restrictions under the Foreign Investments Act and the Foreign Investments Negative List, which specifies which activities are open to 100% foreign ownership, which allow limited foreign equity, and which are reserved for Philippine nationals.
For enterprises qualifying for PEZA or BOI registration, significant fiscal incentives are available under the CREATE Law (RA 11534) — including income tax holidays and special corporate income tax rates. We handle registration applications and ongoing compliance for qualified enterprises.
We advise on the full market entry process — from initial structure analysis and foreign investment compliance through SEC registration, industry-specific regulatory clearances, and post-incorporation governance.
Corporate Transactions
We negotiate, draft, and review commercial agreements across the full range of business transactions — including distribution and agency agreements, technology licensing, joint ventures, shareholder agreements, franchise agreements, construction contracts, and hotel management agreements. We have negotiated contracts on behalf of clients in transactions involving counterparties across Europe, Asia-Pacific, the Middle East, and Africa.
For mergers and acquisitions, we advise on structure, tax implications, due diligence, SEC filings, and Philippine Competition Act compliance for covered transactions. For joint ventures between foreign and Philippine partners, we address equity allocation, governance, intellectual property ownership, exit mechanisms, and foreign investment restrictions.
Legal Opinions
We issue Philippine law legal opinions for submission to foreign regulatory authorities, financial institutions, lessors, and transaction counsel — accepted across the United States, the United Kingdom, the Netherlands, Kuwait, and the UAE. Our opinions cover aircraft operating leases and purchase agreements, Philippine securities law compliance, cryptocurrency and digital asset regulation, corporate authority and capacity, and foreign investment compliance.
Corporate Litigation
We represent corporations in commercial disputes before the Philippine courts and quasi-judicial agencies — including intra-corporate disputes before the Special Commercial Courts, collection and contract enforcement cases, corporate rehabilitation proceedings under the Financial Rehabilitation and Insolvency Act (FRIA, RA 10142), suspension of payments petitions, and SEC enforcement proceedings.
Frequently Asked Questions
It depends on the industry. Many industries — including IT-BPO, export-oriented manufacturing, and most service industries — allow 100% foreign ownership. Others are restricted or reserved for Philippine nationals. We conduct a Foreign Investments Negative List analysis for every client before recommending a structure.
For domestic market enterprises with 40% or more foreign equity, the minimum paid-up capital is USD 200,000, reducible to USD 100,000 for enterprises involving advanced technology or employing at least 50 direct employees.
For export market enterprise, the minimum paid-up capital can be as low as Php5,0000.00.
A branch is a legal extension of the foreign parent — the parent is directly liable for its obligations. A subsidiary is a separate Philippine corporation with liability limited to the parent’s equity investment. The choice depends on liability considerations, tax treatment, and operational requirements.
SEC online registration for a standard domestic corporation can be completed in three to five business days. Branch and representative office applications typically take two to four weeks. Applications requiring pre-clearance from industry regulators take longer. For an all Filipino company, the processing time can be 2 to 3 hours.
Representative Experience
Co-founding partner Alexander Llanes Acain Jr., serving as General Counsel of Kuwait National Airways, concluded the A320Neo Purchase Agreement with Airbus at the Farnborough International Airshow, the E195-E2 Purchase Agreement with Embraer, and long-term aircraft operating leases with AerCap and ICBC
- In technology and cybersecurity, the firm advised and represented Total RISC Technology Pty Ltd of Australia and Perimeter Internet Working / Silversky, a US defense and cybersecurity company, in obtaining licenses to operate their Philippine branch offices. In telecommunications, the firm advised a leading Chinese telecommunications company in establishing Philippine operations and served as Philippine counsel to JonesDay, one of the world’s largest international law firms, on Philippine internet and telecommunications matters.
- In hospitality and real estate, the firm advised a foreign investor in the acquisition, construction, and operation of a five-star island resort and spa in Palawan, and represented United International Hotels Group WLL of Kuwait in obtaining a Philippine branch office license. In pharmaceuticals, the firm represented Marion Biotech of India in establishing its Philippine representative office, and successfully defended a local pharmaceutical company against a patent infringement claim filed by Pfizer — obtaining a judgment invalidating Pfizer’s patent before RTC Makati City Branch 149. The firm also advised Proview Global, a leading US benefits and administration company, in setting up Philippine operations.
