Corporate Lawyer Philippines: Legal and Accountancy Services for Your Business
Running a business in the Philippines involves more than setting up a company. It involves staying compliant with the SEC, BIR, DOLE, and your local government unit, often at the same time, often with intersecting deadlines. Most businesses handle this by engaging a lawyer for legal questions and a separate accountant for tax and financial obligations. STLAF Global does both. As a firm that combines legal practice and accountancy services under one roof, STLAF provides corporate clients with coordinated advice across law and finance without the cost and friction of managing two separate advisers. STLAF serves clients across the Philippines.
Our corporate practice covers five core service areas: property acquisition and transfers, company registration and ongoing housekeeping, contract drafting and review, labor relations and HR compliance, and specialized legal proceedings. Each is handled by a team that understands both the legal requirements and the accounting implications of every step.
Corporate Legal Services for Philippine Businesses
Corporate law in the Philippines governs how businesses are formed, operated, and eventually dissolved or transferred. It touches the Revised Corporation Code (RA 11232), the Foreign Investment Negative List, the Labor Code, the Civil Code of the Philippines, and a range of sector-specific regulations administered by agencies including the SEC, BIR, DOLE, and the Land Registration Authority.
STLAF’s corporate practice is designed for businesses that need more than a checklist. Clients include local startups registering their first entity, established companies managing annual compliance obligations, foreign investors structuring Philippine market entry, employers handling DOLE matters, and families or business partners navigating estate and property disputes. What they share is the need for a legal and accountancy team that covers the full picture, not one that refers the tax question elsewhere.
Property and Acquisition
Property transactions in the Philippines carry legal, tax, and registration obligations that run in parallel. Due diligence on title history, drafting of deeds of sale, coordination with the BIR for capital gains tax and documentary stamp tax, processing of the BIR Certificate Authorizing Registration (CAR or eCAR), and transfer of title at the Registry of Deeds must all be completed in the correct sequence. A delay or error at any stage, particularly at BIR, can hold up the entire transaction.
STLAF handles the full transaction cycle: legal due diligence, deed preparation, BIR computation and filing, and title transfer coordination. Because the firm handles both the legal and accounting components, clients deal with one team from start to finish.
For details on what this service covers, visit our page on property acquisition and transfer services.
Company Registration and Corporate Housekeeping
Registering a company in the Philippines begins at the SEC but does not end there. After incorporation, businesses must complete registration with the BIR (for tax identification and official receipts), the barangay and LGU (for mayor’s permit and business permit), and the mandatory benefits agencies: SSS, PhilHealth, and PAG-IBIG. Depending on the structure and sector, additional licenses or secondary registrations may apply. The full process typically takes 30 to 45 working days.
Beyond initial registration, corporations face ongoing housekeeping obligations: the annual General Information Sheet (GIS), Audited Financial Statements (AFS), SEC eFAST submissions, and corporate secretary duties. Missing the GIS deadline alone can trigger monthly penalties from the SEC. STLAF manages both the registration process and the annual compliance calendar, so clients do not have to track deadlines across multiple agencies.
Learn more about how we structure and maintain your corporate records at our page on company registration and corporate housekeeping.
Contract Drafting and Review
Every business relationship of consequence should rest on a written agreement. Co-founder arrangements, shareholder agreements, employment contracts, independent contractor agreements, supplier and service agreements, non-disclosure agreements, and joint venture documents are all areas where an inadequate contract creates more cost than it saves. Philippine law requires certain agreements to meet specific formality requirements to be enforceable; others require notarization or registration with the appropriate agency.
STLAF drafts and reviews commercial contracts with both legal validity and practical clarity as the standard. Where a contract has accounting or tax implications, a lease structure, a service fee arrangement, an asset sale, the firm’s accountancy capability informs the drafting, not just the legal review.
For a full breakdown of the commercial agreements STLAF handles, see our page on contract drafting and review.
Labor Relations and HR Compliance
Philippine labor law imposes specific obligations on every employer from the first hire. Employment contracts must accurately reflect the worker’s status, compensation structure, and probationary terms. DOLE registration and reporting requirements apply at defined workforce thresholds. Classifying workers as independent contractors when they function as employees, a common cost-management approach, exposes businesses to back-pay liability, mandatory contributions, and NLRC proceedings.
STLAF advises employers on compliant hiring structures, regularization, disciplinary procedures, and termination processes. Where a labor dispute has been filed and is proceeding through the DOLE Single Entry Approach (SEnA), STLAF provides representation during the mandatory 30-day conciliation-mediation period. The goal is to resolve disputes at the SEnA stage where possible and to manage employer exposure throughout the process.
For the full scope of employer-side labor advisory, see our page on labor relations and HR compliance. For escalation beyond SEnA, see our labor dispute representation practice.
Specialized Legal Proceedings
Some legal matters require formal proceedings before the courts or administrative bodies. Estate settlement, particularly extrajudicial settlement where all heirs are in agreement, involves BIR estate tax computation and payment, publication requirements, and title transfer once the BIR CAR is issued. Where heirs cannot agree, or where minor heirs are involved, court proceedings become necessary. Guardianship applications, adoption proceedings, and name correction petitions each have their own procedural requirements under Philippine law.
STLAF handles both the legal process and the BIR compliance components of estate and special proceedings. For estates that involve property, the firm coordinates the full sequence: estate tax filing, eCAR processing, and Registry of Deeds transfer. Clients are not referred between a lawyer and a separate accountant for the tax step, the same team handles both.
For details on the proceedings STLAF handles, visit our page on specialized legal proceedings.
Frequently Asked Questions
What is corporate law in the Philippines?
Corporate law in the Philippines governs the formation, operation, governance, and dissolution of business entities. It is rooted in the Revised Corporation Code (RA 11232), the Civil Code, and sector-specific regulations administered by the SEC, BIR, and DOLE, among other agencies.
What are the requirements for incorporating a business in the Philippines?
Incorporation requires filing Articles of Incorporation and by-laws with the SEC, along with supporting documents confirming the identity and Filipino/foreign status of incorporators. Post-SEC, you must register with the BIR, obtain a mayor’s permit from your LGU, and register with SSS, PhilHealth, and PAG-IBIG before commencing operations.
Can a foreigner own 100% of a Philippine company?
Yes, in many sectors. The common misconception is that the 60/40 rule applies universally. In fact, it only applies to sectors listed in the Foreign Investment Negative List (FINL). Many industries, including most services, manufacturing, and retail above certain capital thresholds, are open to 100% foreign ownership. The One Person Corporation (OPC) structure, introduced under RA 11232, is also available to foreign nationals as a sole corporate vehicle.
What is the 60/40 rule and does it apply to my business?
The 60/40 rule requires that at least 60% of a company’s equity in regulated sectors be held by Philippine nationals. Whether it applies depends on your specific industry classification under the FINL. Getting this wrong, including through nominee shareholder arrangements, has serious legal and regulatory consequences. STLAF advises on the correct ownership structure for your sector before incorporation.
What happens if I miss my SEC General Information Sheet (GIS) filing deadline?
The SEC imposes a PHP 5,000 monthly penalty for late GIS filings, with the possibility of escalation to license suspension in cases of prolonged non-compliance. The GIS must be filed within 30 days of the annual stockholders’ meeting, or within 30 days of the anniversary of incorporation for non-stock corporations.
Do I need a lawyer to register my business in the Philippines?
You are not legally required to engage a lawyer for SEC registration. However, the Articles of Incorporation and by-laws are legal documents that must comply with the Revised Corporation Code, and errors, particularly in share structures, purpose clauses, or authorized capital, create problems that are more expensive to correct post-registration than to draft correctly the first time. STLAF handles the full registration, from document drafting through multi-agency compliance.
What is the difference between a branch office and a domestic corporation for a foreign company?
A branch office of a foreign corporation is an extension of the parent entity and carries the parent’s liability. A domestic subsidiary is a separate Philippine legal entity with liability limited to its own capitalization. The tax treatment, reporting obligations, and operational requirements differ significantly. The right structure depends on the foreign parent’s risk appetite, the nature of Philippine operations, and the applicable FINL restrictions for the industry.
What is a corporate secretary and does every Philippine corporation need one?
Yes. The Revised Corporation Code requires every Philippine corporation to appoint a corporate secretary who is a resident and citizen of the Philippines. The corporate secretary is responsible for maintaining corporate records, managing stockholder meetings, filing required SEC documents, and certifying board resolutions. STLAF’s corporate housekeeping service includes corporate secretary functions.
Why Choose STLAF for Corporate Legal Matters
Most law firms in the Philippines offer legal advice. Most accounting firms offer tax and compliance advice. STLAF does both, which matters for corporate clients because legal and accounting obligations in a Philippine business context are rarely separate. The structure of a company affects its tax treatment. The classification of a worker affects both labor liability and payroll accounting. The terms of a deed of sale determine the BIR computation. An estate settlement requires tax filing before title transfer can proceed.
When a client engages separate legal and accounting advisers, someone has to manage the handoff between them. That coordination takes time and creates gaps. At STLAF, the legal team and the accounting team work as one. This is not a positioning statement, it is a structural capability that every competitor on this page lacks.
STLAF’s corporate practice also extends to cross-border matters. The firm has experience in transactions and structures involving Singapore, US, Hong Kong, and UAE jurisdictions, which is directly relevant for foreign investors entering the Philippine market, Philippine businesses with overseas operations, and cross-border M&A. For clients with foreign ownership questions, the 60/40 rule, the Foreign Investment Negative List, OPC structures, USD capital thresholds, STLAF provides specific, current advice, not general guidance.
STLAF Global provides corporate legal and accounting services to businesses operating across the Philippines. Whether you are registering a company, resolving a property title, structuring employment contracts, or managing a retrenchment, STLAF combines legal and accountancy expertise in a single engagement.