How to Secure 100% Foreign Ownership in the Philippines (13th FINL, 2026): Step‑by‑step

Last reviewed: July 25, 2026, update if regulations change.

Foreign investors considering how to secure 100% foreign ownership in the Philippines in 2026 must navigate a multi‑agency registration sequence that begins well before any funds leave a foreign bank account. Executive Order No. 113, promulgated on April 13, 2026, established the Thirteenth Regular Foreign Investment Negative List (13th FINL), materially expanding the sectors in which full foreign equity participation is permitted, including certain export enterprises and service activities, while retaining constitutional and statutory reservations on land, mass media, and other sensitive industries.

This guide sets out the complete procedural pathway, from pre‑remittance eligibility checks through BSP registration, SEC incorporation, and post‑registration compliance, so that general counsel, CFOs, and founders can plan each step with the right documents, the right regulator, and a realistic timeline.

Overview of the Process and Who It Applies To

Securing 100% foreign ownership in the Philippines is not a single filing. It is a sequenced process that moves through four regulators and one or more banks before a foreign‑owned entity can lawfully operate. At its core, the process runs as follows: confirm sector eligibility under the 13th FINL → finalise corporate structure and shareholder documents → execute inward remittance and obtain a Certificate of Inward Remittance (CIR) → register the investment with the Bangko Sentral ng Pilipinas (BSP) to obtain a Bangko Sentral Registration Document (BSRD) → incorporate or register with the Securities and Exchange Commission (SEC) → obtain any required sectoral licences or Board of Investments (BOI) incentives → maintain ongoing compliance.

This guide applies to non‑Philippine nationals, foreign corporations, and joint‑venture partners who wish to establish a Philippine domestic corporation, branch office, or representative office with up to 100% foreign equity. It also covers investors in export enterprises and liberalised service sectors affected by EO No. 113.

Under the foreign investment negative list framework, activities are divided into List A (reserved by the Constitution or specific statutes, such as land ownership, mass media, and small‑scale mining) and List B (limited for reasons of security, defence, public health, or morals, or subject to paid‑up capital thresholds). Any activity that does not appear on either list is, in principle, open to 100% foreign ownership under Republic Act No. 7042 (the Foreign Investments Act of 1991), as amended. The 13th FINL under EO No. 113 has updated and, in several sectors, narrowed those restrictions. However, investors must exercise caution: constitutional reservations and the anti‑dummy law provisions remain in force, and ownership through nominees in restricted activities is prohibited.

Eligibility and Prerequisites for 100% Foreign Ownership Under the 13th FINL

Before remitting any capital, investors must confirm that their proposed business activity qualifies for full foreign equity under the current foreign investment negative list. The 13th FINL, promulgated through EO No. 113, is the controlling instrument. An activity not appearing on List A or List B is presumptively open to 100% foreign ownership. Activities on List A are constitutionally or statutorily reserved (e.g., land ownership, operation of public utilities beyond the thresholds set by recent amendments, practice of certain professions). Activities on List B carry foreign‑equity caps linked to defence, security, or paid‑up capital requirements, for instance, enterprises with paid‑up capital below specified thresholds may be reserved to Philippine nationals.

Under RA 7042, a “Philippine national” includes a corporation organised under Philippine laws in which at least 60% of the capital stock is owned by Filipino citizens. Conversely, any enterprise that does not meet this 60‑40 threshold is classified as foreign‑owned. Investors seeking 100% foreign ownership therefore cannot rely on nominee structures for activities that remain restricted, the anti‑dummy provisions of RA 7042 expressly prohibit this.

Before funds are remitted, investors should complete the following eligibility checklist:

• FINL List A / List B classification. Verify that the proposed activity is not reserved or limited under EO No. 113. Cross‑reference the specific Philippine Standard Industrial Classification (PSIC) code against the published lists.
• Paid‑up capital thresholds. Confirm whether the enterprise qualifies for any exemptions applicable to micro or small enterprises, and whether List B paid‑up capital requirements apply to the proposed investment size.
• Anti‑dummy compliance. If any part of the business touches a restricted activity, ensure the corporate structure does not involve prohibited nominee arrangements.
• Sectoral licence triggers. Identify whether the activity requires a separate licence from a sectoral regulator (e.g., telecommunications, transport, energy, financial services) in addition to SEC registration.
• BOI incentive eligibility. Determine early whether the enterprise qualifies for BOI‑registered incentives, as this affects corporate structuring and the timing of filings.

Pre‑Remittance Checklist

The following documents and actions should be completed before instructing a bank to remit investment capital:

• Legal opinion on FINL eligibility, issued by Philippine counsel, confirming the List A/B classification and identifying any sectoral licence requirements.
• Board resolution, authorising the investment, specifying the amount, the target entity, and the capital structure.
• Subscription or share‑purchase agreement, with an explicit paid‑up share capital schedule tied to the planned remittance.
• Term sheet, documenting the investment structure and any co‑investor arrangements.
• Tax residency certificate, for the remitting entity or individual, to satisfy bank KYC and FATCA/CRS requirements on arrival of funds.

Step‑by‑Step Procedure to Secure 100% Foreign Ownership

The registration procedure runs through seven discrete steps. Each step identifies the responsible party, the key documents, and the regulator involved.

Step 1: Confirm Sector Eligibility and Obtain a Legal Opinion

Who: Investor’s Philippine counsel / regulatory advisory team.

Counsel reviews EO No. 113 and the 13th FINL to classify the proposed business activity against List A and List B. The review also identifies any sectoral licence triggers, for example, whether a public‑service franchise, a BSP licence for financial‑services activities, or a National Telecommunications Commission permit is required. The deliverable is a written legal opinion and a pre‑remittance compliance memorandum confirming that 100% foreign ownership is permissible for the specific activity. This opinion anchors every subsequent filing and is referenced in bank KYC, SEC applications, and BOI submissions. It should cite RA 7042 and the specific sections of EO No. 113 that apply.

Step 2: Finalise Corporate Structure, Shareholder Agreements, and Board Approvals

Who: Investor / counsel / local corporate secretary.

With the legal opinion in hand, the investor finalises the corporate documents. This includes drafting or completing the subscription agreement, share‑purchase agreement, and board resolutions of the investing entity. Local counsel prepares the Articles of Incorporation, By‑Laws, and Treasurer’s Affidavit for a domestic stock corporation, or the relevant branch‑office documents if a foreign corporation is registering a Philippine branch. If the investor will use FIA Form 100 (for stock corporations) or FIA Form 103 (for branch offices), these are prepared at this stage for submission via the SEC’s eSPARC platform. Officers and directors must be identified, and at least one resident agent designated in the Philippines.

Step 3: Execute Inward Remittance and Obtain the Certificate of Inward Remittance (CIR)

Who: Remitting bank (abroad) / authorised agent bank (AAB) in the Philippines / investor.

The investor instructs its foreign bank to remit the investment capital to a Philippine AAB. The remittance must be routed through the Philippine banking system in a manner that permits the AAB to issue a Certificate of Inward Remittance (CIR) in BSP‑prescribed format. The CIR serves as the primary documentary evidence that foreign‑currency funds entered the Philippines for investment purposes. Investors should confirm with the receiving AAB, before remittance, that the bank will issue the CIR in the format required by BSP (see BSP Appendix guidance on CIR). The original CIR must be preserved, it is required for BSP registration and may be requested by the SEC during incorporation.

Common errors at this stage include receiving a generic bank credit advice instead of a proper CIR, or failing to specify the investment purpose in the remittance instructions, both of which can delay BSP registration.

Step 4: Register the Investment with BSP and Obtain the BSRD

Who: Investor / registering bank or custodian bank / BSP.

Once the CIR is obtained, the investor (typically through the registering AAB) files for a Bangko Sentral Registration Document (BSRD) with BSP. The BSRD is the instrument that entitles the foreign investor to purchase foreign exchange from the Philippine banking system for repatriation of capital and remittance of dividends, profits, and earnings. BSP rules require that registration be filed within one year of the inward remittance. The application must include the original CIR, proof of the investment (subscription agreement, SEC filing receipts), and identification documents. Best practice is to file as soon as possible after receipt of the CIR, delays reduce the time available for corrections if BSP raises queries.

Step 5: Register or Incorporate with the SEC

Who: Local counsel / corporate secretary / SEC.

The investor selects the appropriate vehicle, a domestic stock corporation under the Foreign Investments Act, a branch office of a foreign corporation, or a representative office, and submits the incorporation or registration application through the SEC’s eSPARC electronic filing platform. Required attachments include the Articles of Incorporation, By‑Laws, Treasurer’s Affidavit, proof of inward remittance (CIR), and the BSRD or proof of BSP filing. The SEC assesses statutory filing fees based on the authorised capital stock (consult the SEC Payment Assessment Form for the exact computation). Once the SEC issues the Certificate of Incorporation or Certificate of Registration, the entity has legal personality.

Post‑incorporation, the company must file its General Information Sheet (GIS) within 30 days of its organisational meeting and its Annual Financial Statements (AFS) annually.

Step 6: Apply for Sectoral Licences and BOI Registration (If Applicable)

Who: Investor / BOI / relevant sectoral regulator.

If the enterprise qualifies for BOI incentives, particularly relevant for export enterprises and activities listed in the current Investment Priorities Plan, the BOI application can run concurrently with or immediately after SEC registration. BOI registration may unlock fiscal incentives (income‑tax holidays, duty‑free importation of capital equipment) that materially affect project economics. The BOI application requires a project proposal, export plan (for export enterprises), and corporate documents. Processing times vary: routine applications may take 4–12 weeks, while complex projects can take longer. Investors should also apply in parallel for any required sectoral permits from regulators such as the National Telecommunications Commission, Energy Regulatory Commission, or the Insurance Commission, as the case may be.

Step 7: Complete Post‑Registration Compliance and Beneficial Ownership Reporting

Who: Corporate secretary / counsel.

After incorporation, the company must register with the Bureau of Internal Revenue (BIR) for tax purposes, file its beneficial ownership declaration with the SEC, and establish payroll registrations with PhilHealth, SSS, and Pag‑IBIG where employees are hired. The company must maintain the original CIR, BSRD, and all SEC filing receipts as permanent records, these are subject to audit and must be produced on request by BSP or SEC examiners. The GIS must be updated and filed with the SEC within 30 days of each annual stockholders’ meeting.

Required Documents and Information

The table below consolidates every document required across the BSP, SEC, and BOI stages of the process. Investors should treat this as a master checklist and begin assembling documents during the pre‑remittance phase.

A common practical issue is the legalisation of foreign corporate documents. Documents issued outside the Philippines generally require apostille (for countries party to the Apostille Convention) or consular authentication. Allow additional lead time, typically 2–4 weeks, for legalisation before the SEC or BOI filing deadline.

Timeline and Key Deadlines for Securing 100% Foreign Ownership

The end‑to‑end timeline for securing 100% foreign ownership depends on the complexity of the corporate structure, the responsiveness of banks and regulators, and whether sectoral licences are involved. The table below provides realistic duration estimates for each milestone.

For a straightforward 100% foreign‑owned domestic corporation with no sectoral licence requirement and no BOI application, the process from legal opinion to SEC Certificate of Incorporation can realistically be completed within 4–8 weeks. Adding BSP registration, BOI incentives, or sectoral permits extends the timeline to 3–6 months.

Critical statutory deadline: EO No. 113 was promulgated on April 13, 2026. Its effectivity date is 15 days after publication in the Official Gazette or a newspaper of general circulation, practitioners should confirm the exact publication date to determine the precise effectivity date. Investments structured under the prior (12th) FINL should be reviewed against the 13th FINL to confirm that their sector classification remains unchanged.

Costs, Fees, and Tax Considerations

Government fees for the registration process are generally modest relative to the capital invested, but they vary by vehicle type and capitalisation level. The table below summarises the principal cost items; exact amounts should be confirmed with the relevant agency at the time of filing.

Investors should also address tax considerations early in the structuring phase:

• Withholding tax on dividends. The Philippines imposes withholding tax on dividends remitted to non‑resident shareholders. The rate may be reduced under an applicable double‑taxation treaty, confirm the investor’s home‑country treaty position before structuring the capital.
• Repatriation of capital. A valid BSRD is the prerequisite for purchasing foreign exchange from the Philippine banking system for capital repatriation. Without BSP registration, the investor cannot access the banking system for outward FX remittances on favourable terms.
• FX conversion rules. BSP rules govern the purchase and sale of foreign exchange through AABs. Investors should understand the documentary requirements for outward remittances, which include presenting the BSRD, board resolutions, and proof of the underlying transaction.

What Changes in 2026: EO No. 113 and the 13th FINL

Executive Order No. 113, signed on April 13, 2026, promulgated the 13th FINL and introduced several changes that directly affect how to secure 100% foreign ownership in the Philippines in 2026. The order took effect 15 days after its publication. Practitioners should confirm the exact date of publication in the Official Gazette to calculate the precise effectivity date.

The key practical changes for investors include:

• Expanded liberalisation of service and export sectors. Several activities previously subject to partial foreign‑equity caps or conditional restrictions have been moved off the negative list or reclassified, allowing full foreign ownership subject to compliance with general FINL requirements. Export enterprises, in particular, benefit from clarified treatment under the 13th FINL.
• Revised paid‑up capital thresholds. Minimum paid‑up capital requirements for foreign‑owned enterprises engaged in certain domestic‑market activities have been updated. Investors must verify whether their planned capitalisation meets the new thresholds specified in EO No. 113’s List B.
• Pre‑remittance diligence is now essential practice. Investors who structured transactions under the prior 12th FINL should not assume their sector classification remains unchanged. A fresh legal opinion against the 13th FINL is prudent before any new remittance.
• BOI coordination. For investors planning to claim BOI incentives, the timing of the BOI application relative to SEC and BSP filings matters, incentive eligibility can affect how the investment is structured and classified.

For a detailed breakdown of List A and List B under the 13th FINL, investors should consult the full text of EO No. 113 and the accompanying BOI guidance.

Common Pitfalls and How to Avoid Them

• Remitting funds without a prior FINL eligibility check. If the activity turns out to be restricted, the investor faces a costly restructuring, including potential increases to paid‑up capital or the need to bring in Filipino co‑investors. Always obtain a legal opinion before instructing the remittance.
• Incorrect CIR format or failure to preserve the original. A generic bank credit advice is not a CIR. Instruct the receiving AAB in advance to issue the CIR in BSP‑prescribed format and retain the original for BSP registration. Photocopies are generally not accepted.
• Assuming all service activities are now 100% open. Despite liberalisation under the 13th FINL, several activities remain constitutionally reserved or subject to equity caps. A sector‑specific List A/B check by qualified counsel is non‑negotiable.
• Late BSP registration filing. The one‑year filing window runs from the date of inward remittance. Missing this deadline jeopardises the investor’s right to purchase foreign exchange for repatriation. File as soon as the CIR is obtained.
• Overlooking sectoral licence requirements. SEC incorporation does not substitute for a sectoral licence. Investors in regulated industries (telecommunications, transport, energy, financial services) must identify the relevant regulator early and initiate parallel licence applications to avoid delays.
• Engaging counsel too late. The cost of correcting structural, documentary, or regulatory errors after remittance is substantially higher than the cost of pre‑remittance advisory. Engage Philippine counsel during the term‑sheet stage, not after the funds arrive.

Sources

1. Supreme Court E‑Library, Executive Order No. 113 (13th Regular Foreign Investment Negative List)
2. Bangko Sentral ng Pilipinas, Regulations Download Section (CIR and BSRD Appendices)
3. Securities and Exchange Commission, eSPARC Primary Registration
4. Board of Investments, Doing Business in the Philippines
5. Board of Investments, Republic Act No. 7042 (Foreign Investments Act of 1991)
6. UNCTAD Investment Policy Monitor, Philippines Liberalises Foreign Investment Restrictions