Philippine Legal and Accounting Services for US-Based Clients
Manila-based legal and accounting counsel for US founders, investors, and Filipino-American clients with Philippine matters. STLAF is a Philippine-licensed law and accountancy firm offering a single point of accountability for cross-border execution.
Why does a US-based investor need a Philippine firm?
The Foreign Investments Act (Republic Act 7042 as amended) governs whether a US-controlled entity may operate in a given Philippine sector and at what equity ceiling. The Anti-Dummy Law (Commonwealth Act 108) carries criminal penalties for arrangements that use Filipino nominees to circumvent those ceilings. BIR Revenue Regulations 19-2020 and the Transfer Pricing Documentation requirement under BIR Form 1709 apply to any related-party transaction between a US parent and its Philippine subsidiary above PHP 90 million in gross sales. None of these can be filed or argued by US-only counsel.
The US-Philippines tax treaty (in force since 1976) reduces certain withholding rates on dividends, royalties, and interest, but treaty benefits are not automatic. Claims require BIR Form 0901 or a Tax Treaty Relief Application before each remittance. STLAF prepares and files these with the BIR’s International Tax Affairs Division on behalf of US clients, then coordinates US-side reporting (FBAR, Form 8938, Form 5471) with the client’s US tax counsel.
What does STLAF do that local Philippine counsel does not?
Domestic Philippine firms typically split legal and accounting work across two firms, requiring the client to coordinate and reconcile advice. STLAF’s combined-practice structure removes that handoff. The firm is recognized in Legal 500, Asian Legal Business, and Mondaq directories. Counsel is fluent in English, Spanish, and French, supporting US clients with European parent companies or Latin-American operating arms.
For matters requiring US-jurisdiction representation, STLAF maintains active discussions with corresponding firms in the United States to deliver coordinated cross-border services. STLAF does not provide legal advice on US law; instead, the firm connects clients to vetted US-side counsel where the matter requires it.
Why choose STLAF over a Big 4 firm or international counsel?
Featured services for US clients
Have a question about your Philippine matter?
Speak with us before you commit capital. STLAF flags compliance and structural risks early so US clients do not discover them after term-sheet.
How do US investors structure a Philippine subsidiary without violating Anti-Dummy or triggering FATCA penalties?
The Foreign Investments Negative List (FINL) classifies Philippine business activities by foreign-equity ceiling: 100% foreign ownership permitted (most export, BPO, IT, and manufacturing sectors), 40% foreign cap (mass media is 0%; advertising is 30%; certain professional services and educational institutions are 60%; land ownership remains 0% for natural persons but condominiums up to 40% per project).
Capital requirements vary by structure. A domestic-market 100%-foreign-owned corporation requires USD 200,000 paid-up capital under R.A. 7042 as amended; this drops to USD 100,000 if the entity employs at least 50 direct local employees or uses advanced technology determined by the Department of Science and Technology. Export-oriented entities (at least 60% of revenue from exports) require only PHP 5,000 in paid-up capital. PEZA-registered entities operating in special economic zones obtain income-tax holidays, 5% gross-income tax in lieu of all national and local taxes after the holiday, and duty-free importation of capital equipment.
The Anti-Dummy Law applies even to 60/40 structures where a Filipino nominee holds the formal title but the foreigner directs the business or receives the economic benefit. Common red flags include undated blank deeds, Filipino-name shareholdings funded by foreign loans, and management agreements that vest control with the foreigner. STLAF recommends documenting beneficial ownership, capitalization source, and decision-making authority transparently from incorporation forward.
The SEC’s Beneficial Ownership Transparency Registry (HARBOR), live since January 2026, operationalizes beneficial-ownership disclosure across all SEC-registered Philippine entities. HARBOR cross-checks the named shareholder against the source of capital and decision-making authority. The “put it in my Filipino cousin’s name” structure that previously relied on the BIR’s lack of cross-source visibility is now flaggable on a routine compliance review. Most pre-2026 content predates HARBOR; STLAF screens new structures against HARBOR-aware documentation requirements at incorporation.
For US-controlling persons, FATCA reporting flows from the equity stake. Any US person owning 10% or more of a foreign corporation must file IRS Form 5471. Foreign bank or securities accounts aggregating over USD 10,000 at any point during the year trigger FBAR (FinCEN Form 114). Form 8938 thresholds apply to total foreign financial assets above USD 50,000 (individual filer) or USD 100,000 (joint filer). STLAF coordinates with the client’s US tax counsel to align Philippine BIR filings with US reporting deadlines.
The US-Philippines tax treaty reduces dividend withholding from the domestic 25% rate to 20% (or 15% if the US recipient is a corporation owning 10%-plus of the Philippine payer for at least 183 days). Branch profits remittance tax is 15% (with treaty-reduced rates available). Treaty benefits require BIR Form 0901 or a Tax Treaty Relief Application filed before each remittance; STLAF handles this routine filing as part of standard compliance scope.
Team and international capability
Chris C. Tamesis, Partner-in-charge for foreign client inquiries.
STLAF maintains active discussions with corresponding firms in the United States to deliver coordinated cross-border services. Where STLAF cannot directly provide US-jurisdiction advice, we connect clients to vetted US-side counsel with relevant practice expertise. Named correspondent partners will be published on this page once active discussions close.
Licenses, accreditations, and recognitions
Philippine practice authority
- Integrated Bar of the Philippines (IBP), bar admissions for STLAF lawyers
- Board of Accountancy (BOA), Professional Regulation Commission, CPA accreditations for STLAF accountants
- Securities and Exchange Commission Philippines, entity registration
International recognitions
- Legal 500
- Asian Legal Business (ALB)
- Mondaq
Frequently asked questions
What is the minimum paid-up capital for a US-owned Philippine subsidiary?
For a domestic-market corporation with more than 40% foreign ownership, paid-up capital is USD 200,000 under R.A. 7042. This drops to USD 100,000 if the corporation employs at least 50 direct local employees or uses advanced technology certified by DOST. Export-oriented corporations (60%-plus of revenue from exports) require only PHP 5,000 paid-up capital.
Does the US-Philippines tax treaty reduce withholding tax on dividends repatriated to a US parent?
Yes. The domestic dividend withholding rate of 25% reduces to 20% under the treaty, or 15% if the US recipient is a corporation owning at least 10% of the Philippine payer for the 183-day period before the dividend. Treaty benefits are not automatic; the BIR requires a Tax Treaty Relief Application or BIR Form 0901 to be filed before the remittance. Reference: IRS US-Philippines Tax Treaty.
What is the Foreign Investments Negative List, and which sectors restrict US ownership?
The FINL is the canonical list of Philippine business activities subject to foreign-equity ceilings under R.A. 7042 as amended. List A reflects constitutional and statutory restrictions; List B reflects security, defense, public health, or morals concerns. Mass media and rural banks remain 0% foreign-permitted. Advertising is capped at 30%. Most BPO, IT, manufacturing, and exporting activities permit 100% foreign ownership.
Can a US citizen inherit Philippine land?
Yes, by hereditary succession. Article XII Section 7 of the 1987 Constitution prohibits foreign nationals from acquiring private land except by hereditary succession, which permits inheritance of Philippine real property by a US-citizen heir of a Philippine relative. The US-citizen heir owes Philippine estate tax at 6% of the net estate value (PH-situs assets) and must obtain BIR tax clearance before transfer. There is no fixed statutory window requiring forced sale; “reasonable period” is judicially construed and BIR estate-tax filings give cover for years. Filipino-American clients with Republic Act 9225 dual citizenship may directly own Philippine land without the inheritance limitation or any disposal pressure.
How does the Anti-Dummy Law affect US shareholders using Filipino nominees?
The Anti-Dummy Law (Commonwealth Act 108) makes it a criminal offense for a Filipino to permit the use of his name or citizenship to circumvent foreign-equity ceilings, and for the foreigner to direct or benefit from such an arrangement. Penalties include imprisonment of five to fifteen years and forfeiture of the assets involved. The SEC’s Beneficial Ownership Transparency Registry (HARBOR), live since January 2026, cross-checks named shareholders against source of capital and decision-making authority, making nominee structures routinely flaggable. STLAF advises documenting beneficial ownership, capitalization source, and decision-making authority from incorporation to defeat any inference of nominee structure.
When does an EOR (Employer of Record) make more sense than a wholly-owned subsidiary in the Philippines?
EOR makes operational sense up to approximately fifteen to twenty-five Philippine staff, after which the cumulative EOR margin (typically 20% to 30% of total compensation cost) exceeds the operational overhead of an in-country entity. EOR is suitable for short-term market entry, hiring before incorporation, or pilot operations. Subsidiary structure is required where the operation invoices revenue locally, holds Philippine real property, or conducts regulated activity (financial services, healthcare, education).
What is BIR Form 1709, and when does it apply to a US-controlled PH entity?
BIR Form 1709 is the related-party transaction (RPT) disclosure form required by BIR Revenue Regulations 19-2020. It applies to any taxpayer with related-party transactions where the related party is a non-resident or where the taxpayer has gross sales or revenue exceeding PHP 90 million. Filing is annual, due simultaneously with the income tax return. Failure to file or to maintain transfer pricing documentation triggers BIR audit exposure and the standard 25% to 50% surcharge on adjusted income.
How does PEZA registration affect US-owned BPO operations?
PEZA-registered IT-BPO enterprises operating in PEZA-accredited zones receive a four-to-six-year income-tax holiday, followed by a 5% gross-income tax in lieu of all national and local taxes. PEZA also provides duty-free importation of capital equipment and simplified import-export procedures. Registration requires location in a PEZA-accredited building or zone, minimum investment thresholds varying by activity, and project approval from the PEZA Board.
What is the branch profit remittance tax for a US parent's PH branch?
A Philippine branch of a US corporation pays a 15% branch profits remittance tax (BPRT) on profits remitted to the US head office, in addition to the regular 25% corporate income tax on Philippine-source income. The BPRT may be reduced under the US-Philippines tax treaty for certain qualified profits. Comparing branch versus subsidiary structure should weigh BPRT against the dividend withholding and treaty rates available to a subsidiary; for most US operating businesses, the subsidiary structure is fiscally preferable.
How do I claim US-PH tax treaty benefits at the BIR?
Treaty benefits require a Tax Treaty Relief Application (TTRA) or BIR Form 0901 filed with the International Tax Affairs Division before each remittance. The application requires (a) a US-side certificate of residency (IRS Form 6166), (b) a Philippine BIR Form 0901 supporting the treaty rate claim, (c) supporting documentation of the underlying transaction, and (d) the relevant Philippine entity’s TIN and SEC registration. Processing time typically runs 60 to 120 days; STLAF prepares and files these applications routinely as part of standard compliance scope.
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STLAF Global is licensed in the Philippines. We do not provide legal advice on United States law. Communications through this form do not create a lawyer-client relationship; engagement is established only by a written engagement letter. Minimum engagement may apply.