Corporate Law

Posts focused on Corporate Law in the Philippines

Fiduciary Duty and the “Whole or Substantially All” Rule: Protecting the Board in Major Corporate Property Dispositions (Philippines

Explains fiduciary duty and “substantially all assets” rules in Philippine corporate asset sales, approvals, liabilities, and board safeguards.

Fiduciary Duty and the “Whole or Substantially All” Rule: Protecting the Board in Major Corporate Property Dispositions (Philippines Read More »

Subsidiary or Branch Office? The Tax Implications of Your Philippine Market Entry

Compare subsidiary vs branch entry in the Philippines, including branch profit remittance tax, RHQ/ROHQ rules, and VAT risks for market entry planning.

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Building a Philippine Team: Legal Structures for Foreign Employers and Multinationals

Guide for foreign employers: RHQ/ROHQ options, doing business without license risks, and alien employment permit compliance when building a PH team.

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The Unlicensed Investor: Can a Foreign Corporation Sue (or Be Sued) in Philippine Courts?

When can an unlicensed foreign corporation sue or be sued in the Philippines? Learn “doing business” tests, capacity to sue, and key cases.

The Unlicensed Investor: Can a Foreign Corporation Sue (or Be Sued) in Philippine Courts? Read More »

The People Problem in M&A: Labor Liabilities in Mergers vs. Asset-Only Transfers under Philippine Law

Understand labor liabilities in Philippine M&A: how mergers differ from asset-only transfers, key laws, and practical steps for managing employee obligations.

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Officer or Employee? The Crucial Legal Distinction in Philippine Corporate Roles

Understand the corporate officer vs employee test in PH law, its impact on intra-corporate dispute jurisdiction, and why bylaws and board election records matter.

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Winding Down the Business: Navigating the Complexities of Corporate Closure (Philippines)

Guide to corporate dissolution and corporate liquidation in the Philippines, including cessation of operations, SEC procedures, and winding-up rules.

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Taxing the Exceptional: A Comprehensive Guide to Special Corporations in the Philippines

Guide to special charter tax exemption and franchise tax in the Philippines: key doctrines, VAT/RPT pitfalls, and leading Supreme Court rulings.

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Defending the Board: Legal Strategies Against Derivative and Intra-Corporate Suits (Philippines)

Defend boards vs derivative suit and intra-corporate controversy claims: demand, standing, corporate injury, and business judgment strategies.

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Chasing Hidden Assets: A Guide to Piercing the Corporate Veil in the Philippines

Piercing the corporate veil in the Philippines: rules, reverse piercing, alter ego proof, and tactics to chase hidden assets and enforce judgments

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