Business
Revised Corporation Code allowing one-person corporations and perpetual existence
The Revised Corporation Code of 2019 introduced the One Person Corporation, removed the fifty-year corporate term in favour of perpetual existence, and dropped the minimum of five incorporators.
Key rules
- Jurisdiction — The SEC registers corporations and partnerships; DTI registers sole proprietorships. PEZA and other investment promotion agencies administer incentive regimes.
Governing law
- Republic Act 11232Revised Corporation Code, 2019
- Republic Act 7042Foreign Investments Act, as amended by RA 11647
- Republic Act 11534CREATE Act, 2021
In practice
The Foreign Investment Negative List sets equity ceilings by activity, and RA 11647 in 2022 lowered the minimum paid-in capital for foreign retail and allowed full foreign ownership of domestic-market enterprises employing at least fifteen Filipinos rather than fifty. Corporations must have a majority of resident directors and appoint a resident treasurer and corporate secretary who must be a Filipino citizen. The CREATE Act cut corporate income tax to 25 percent, or 20 percent for small domestic corporations, and rationalised incentives into a single menu administered by the Fiscal Incentives Review Board, replacing indefinite 5 percent gross income tax with time-limited packages.