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Legal Updates
From Flexibility to Discipline: Key Changes Under the 2025 Rules of Procedure of the National Labor Relations Commission
By: Kristine Camille Y. Umali-Garcia and Pamela Denise D. Hilario
The National Labor Relations Commission (“NLRC”) issued En Banc Resolution No. 09-25 dated 1 December 2025, adopting the 2025 Rules of Procedure (“2025 Rules”). Published on 29 December 2025 and effective on 13 January 2026, the Rules supersede the 2011 NLRC Rules of Procedure, as amended (“2011 Rules”), and implement significant procedural changes in the filing, adjudication, appeal, and execution of labor cases.
Owner Reveal! Tightening the Corporate Transparency
By Atty. Eden Catherine B. Mopia-Briones and Atty. Miguel Angelo C. Ocampo
The Securities and Exchange Commission (“SEC”) issued SEC Memorandum Circular No. 15, Series of 2025, otherwise known as the Beneficial Ownership Disclosure Rules of 2026, which introduced the revised rules on beneficial ownership disclosure (the “2026 Rules”). It aims to establish a comprehensive regulatory framework which requires reporting entities to provide accurate information on their beneficial ownership to the SEC in a timely manner, thereby strengthening transparency requirements under Philippine laws and regulations.
Invitation to Invest: Philippines Liberalizes Long-Term Land Leasing for Foreign Investors
By Juan Paulo V. Amador, Kris John P. Nilo, and Julius Ernhest P. Berame
Foreign investment has historically been a key driver of growth and stability in the Philippine economy. In 2024, the country recorded a net Foreign Direct Investment (FDI) inflow of USD 110 million, primarily directed toward the manufacturing, real estate, and information and communications sectors. In response to this trend, the Philippine legislature enacted comprehensive reforms designed to attract, facilitate, and stimulate increased foreign investment and participation.
Revenue Regulations No. 29-2025: Increasing the Ceiling on Non-Taxable De Minimis Benefits
By: Atty. Alvin S. Siapian II
De minimis benefits refer to facilities or privileges furnished or offered by an employer to its employees that are of relatively small value and are offered or furnished by an employer merely as a means of promoting their health, goodwill, contentment, or efficiency.
Philippine M&A: Key Trends and Regulatory Insights as 2025 Draws to a Close
By: Jocelyn R. Esguerra-Dee, Senior Partner
*Based on a presentation delivered at the Asian Legal Business (ALB) Philippine In-House Legal Summit 2025, held on 8 October 2025 at Shangri-La at the Fort, Bonifacio Global City, Taguig.
Globally, M&A activity slowed considerably in 2023 and 2024 as high interest rates, inflation, and geopolitical uncertainty made investors more cautious. But the Philippines tells a more nuanced story. Despite global uncertainty, the market sustained steady deal flow throughout 2025, particularly in infrastructure, renewable energy, financial services, and consumer-driven sectors.
Seasons Change: Applying the Test of Control for Seasonal Employees in Hacienda San Isidro / Silos Farms v. Lucito and Helen Villaruel
By: Shikyna Joy Castillo
The legal landscape surrounding seasonal workers and the complexities of employer-employee relationships was recently revisited in the case of Hacienda San Isidro / Silos Farms v. Lucito and Helen Villaruel. This case is particularly significant because it highlights the rare occurrence of the Supreme Court reversing itself on a Motion for Reconsideration.
SEC Issues New Guidelines on Exempt Transactions and Philippine Green Equity Framework
By: Pamela Rae Madrigal
The Securities and Exchange Commission (“SEC”) has issued two (2) significant circulars that advance its ongoing efforts to modernize securities regulation and strengthen sustainable finance in the Philippines.
CMEPA 2025: Cutting Taxes, Empowering Capital Market
By: Abimelech H. Rigodon
Deep capital markets broaden access to financing by offering alternatives to conventional lending channels such as banks, financing, and lending companies. Active trading in capital markets makes it easier for investors to enter or exit investment positions, thereby boosting their financial liquidity. Yet, in the Philippines, there has been limited participation from investors and relatively modest capitalization of the local stock market. Based on the 2021 Financial Inclusion Survey Report, only 1 out of 10 (or 10%) of Filipino Adults have investment products. While high trading volumes are generally attractive to potential investors, their appeal diminishes when friction costs are high. The existing tax structure in the Philippines poses a considerable obstacle to the development of its capital markets. For instance, the stock transaction tax (STT) is imposed at 0.6% of the gross selling price — significantly higher than the 0.1% levied in Indonesia and Malaysia, and the nil rate in Singapore and Vietnam.
VAT on Digital Services: The Key Features of R.A. No. 12023
by: Atty. Raegan L. Capuno
Are you a binge-watcher of movies and videos on popular digital platforms like Netflix, Disney+, Prime Video, and HBO, or an online shopper using digital applications like Alibaba, Temu, Zalora, Amazon, or eBay? If so, Republic Act (R.A.) No. 12023, popularly known as the VAT on Digital Services which was signed into law on October 2, 2024, will significantly impact these daily routines and shopping activities, at least on the cost of availing these services, because the Philippines has taken a major step by extending the imposition of twelve percent (12%) value-added tax (VAT) to non-resident digital service providers (DSP). The Philippine VAT system adopts the place of consumption as the situs of VAT, meaning, that when goods or services are consumed or destined to be consumed in the Philippines, VAT is imposed. Thus, all services, including digital services, consumed in the Philippines should be imposed of VAT. Hence, R.A. No. 12023 is technically not a new tax law because it merely emphasizes the rule on situs of VAT, specifically those rendered by non-resident DSP. R.A. No. 12023 is also a welcome development because prior to this law, local DSPs were subjected to 12% VAT while non-resident DSPs operating remotely or outside the Philippines were not taxed with the same. This law will level the playing field between local and non-resident DSPs in terms of VAT imposition and collection. While the vision of this law is laudable, it is unfortunate that like any other tax or imposition, the burden is borne by the final consumer. It is thus expected that subscription prices or fees to avail of these digital services will rise due to R.A. No. 12023.
Understanding Republic Act No. 12001 or the Real Property Valuation and Assessment Reform Act of 2024 (RPVARA)
By: Atty. Raegan L. Capuno and Atty. Maria Luisa J. Sebastian
On June 13, 2024, President Ferdinand Marcos, Jr. signed into law Republic Act No. 12001, otherwise known as the Real Property Valuation and Assessment Reform Act (RPVARA). This law aims to standardize the real property valuation in the Philippines and adopt the Schedule of Market Values (SMVs) as the single real property valuation base for the assessment of real property-related taxes in the country, and for the valuation of real property for various transactions by all government agencies. RPVARA has three (3) important components, namely, (i) the reorganization of the Bureau of Local Government Finance (BLGF), (ii) valuation and assessment of real properties, and (iii) tax amnesty on real property taxes and special levies on real property.
Philippine Transfer Pricing Guide
By: Ferdinand Hidalgo and Frances Grace Allyana Orbeta-Nolasco
Our Ferdinand Hidalgo and Frances Grace Allyana Orbeta-Nolasco are contributors to the Chambers Global Practice Guide on Transfer Pricing 2024. The guide provides expert insights on the regulatory authorities and application of Philippine transfer pricing rules to domestic and cross-border transactions between associated enterprises.
View the guide here: https://practiceguides.chambers.com/practice-guides/transfer-pricing-2024/philippines
Salient Features of the Republic Act No. 11976 or the Ease of Paying Taxes Act
By: Ma. Corazon D. Eleazar
On 5 January 2024, President Ferdinand R. Marcos Jr. signed Republic Act No. 11976, also known as the Ease of Paying Taxes Act (EOPT Act). The EOPT Act was published in the Official Gazette on 07 January 2024 and took effect on 22 January 2024.
The EOPT Act introduced amendments to the National Internal Revenue Code (NIRC) of 1997, with the aim to protect and safeguard the taxpayer rights and welfare, encourage proper and easy compliance, and modernize tax administration.
Highlights of the Public-Private Partnership Code of the Philippines
By: Elita Joy P. Quicho and Laine Marie J. Bringuelo
The groundbreaking Republic Act No. 11966, also known as the Public-Private Partnership (PPP) Code of the Philippines (the “PPP Code”), was signed into law on December 5, 2023 and took effect on December 23, 2023. It codifies all prior statutes related to PPP under a comprehensive law and clarifies the ambiguities in the previous legislations. The overarching goal of the PPP Code is to create an environment for the private sector to mobilize resources for financing, designing, constructing, operating and maintaining infrastructure or development projects and services.
Salient Provisions of the Internet Transactions Act of 2023
By: Elita Joy P. Quicho and Laine Marie J. Bringuelo
As Filipinos increasingly rely on technology for their daily transactions, the associated risks also grow. From shopping and financial dealings to communication and entertainment, the internet has undoubtedly become an indispensable tool for the modern society. Hence, there is an undeniable need for regulatory guidelines in order to protect the interests of consumers and businesses engaged in online transactions. This article is only for informational and educational purposes. It is not intended as a legal advice or opinion.
Construction Arbitration in the Philippines
By: Atty. Michael Felipe A. Mercado
Republic Act 9285, otherwise known as the Alternative Dispute Resolution Act of 2004, or ADR Law, provides the legal framework for alternative dispute resolution in the Philippines, including arbitration.
While construction contracts are considered as commercial in nature, the ADR Law recognizes that arbitration of construction disputes shall be governed by Executive Order No. 1008, otherwise known as the Constitution Industry Arbitration Law.
Taxation in the Philippines
By: Atty. Raegan L. Capuno
Income tax is generally regarded as an excise tax or privilege tax, levied upon the right of a person or entity to receive income or profits. Income taxation in the Philippines is primarily governed by the 1987 Constitution and the National Internal Revenue Code of 1997 (NIRC), as amended by Tax Reform for Acceleration and Inclusion (TRAIN) Law and Corporate Recovery and Tax Incentives for Enterprises Act (CREATE Law).
Corporation law in the Philippines
By Atty. Elita Joy G. Pinga-Quicho
The law primarily governing private corporations in the Philippines is the Revised Corporation Code, which took effect on 20 February 2019 under Republic Act No. 11232. This current iteration of the law substantially amended the Corporation Code under Batas Pambansa Blg. 68, which was the law in effect since 1980. From 1980 up to 2019, the Corporation Code did not undergo any amendment or revision. As a result, during a long period of 39 years, private corporations in the Philippines were subject to numerous stringent incorporation and regulatory requirements. Antiquated regulations and the hesitance to rely on technological tools contributed to the Philippines’ inefficient “doing business” regime and processes.