With the amendments foreigners may now fully own telcos, transportation, domestic shipping companies, railways, and subways in the Philippines、among others.

It is noted however that the Public Utility Vehicles such as buses, UV express, taxis and jeepneys are classified as public utility. But the same law expressly removes transport vehicles accredited with and operating through transport network corporations (TNC) shall not be considered as public utility vehicles. TNCs are companies providing online enabled transportation services/ride hailing services like Grab taxi.

② The President may recommend to classify Public Service as Public Utility

The amended Public Service law gives the president the power to recommend to the congress the classification of public service to a public utility upon recommendation of the National Economic and Development Authority (NEDA), and on the basis of the following criteria.

• The person or juridical entity regularly supplies and transmits and distributes to the public through a network a commodity or service of public consequence.
• The commodity or service is a natural monopoly that needs to be regulated for the common good.
• The commodity or service is necessary for the maintenance of life and occupation of the public.
• The commodity or service is obligated to provide adequate service to the public on demand.

③ Investments by an Entity Controlled by or Acting on Behalf of the Foreign Government, or Foreign State-owned Enterprises are prohibited・Provision on Critical Infrastructure

From the effectivity of the amendments, an entity controlled by or acting on behalf of the foreign government or foreign state-owned enterprises will no longer be allowed to own capital in any public service classified as public utility or critical infrastructure.

As defined by the amendments, Critical Infrastructure refers to any public service which owns, uses, or operates systems and assets, whether physical or virtual, so vital to the Philippines that the incapacity or destruction of such systems or assets would have a detrimental impact on national security, including telecommunications and other such vital services as may be declared by the President of the Philippines.

In addition, foreign nationals are not allowed to own more than 50% of the capital of entities engaged in the operation and management of critical infrastructure unless it is from a country which accords the same right to Filipinos.


 ④ Other amendments

• Under the amended law, any certificate issued under the Public Service act may be suspended or revoked when the holder fails the annual performance audit conducted by an independent evaluation team for three (3) consecutive years.
• The amendment makes it unlawful for the individual or entity to refuse or neglect a request of an administrative agency to urgently use, deliver or render the public service for the purpose of avoiding further loss on human, material, economic or environment during a state of calamity.
• The provision requiring prior authority from the government to issue any stock or certificates of stock to increase capital stock, and issuance of bonds has been deleted.
• Increase in penalty for violations or failing to comply with the terms and conditions of any certificate or any order, decision or regulation of the commission from the maximum of 200 pesos per day to 5,000 to 2,000,000 pesos per day. Other penalties were also increased

R.A. No. 11647- An Act Promoting Foreign Investments, Amending Thereby Republic Act No. 7042, Otherwise Known as the “Foreign Investments Act of 1991,” (FIA) As Amended, and for Other Purposes, signed March 02, 2022

•  The Practice of Profession will no longer be subject to the FIA and will be subject to the Rules issued by the respective Professional Regulatory Boards of the Philippine Regulatory Commission (PRC).
• Up to 100% foreign ownership shall be allowed in domestic market with minimum paid-in capital of USD100,000 if:
  a) Involve advanced technology as determined by the Department of Science and Technology
  b) Endorsed as startup or startup enablers under the Philippine Start-up Development Program
  c) A majority of its direct employees are Filipinos, and that the number of Filipino employees shall be less than 15 (before 50).
• Enterprises enjoying fiscal incentives, employing foreign nationals are mandated to implement an understudy or skills development program.
• Creation of the Inter-Agency Investment Promotion Coordination Committee (IIPCC) tasked to integrate the promotion and facilitation efforts to encourage foreign investment.
• Development of an online portal containing the FIPMP (Foreign investment promotion and marketing Plan), with details regarding the IIPCC`s procedures, contacts, schedules, etc. The online Portal is expected to serve as a central database, to include a directory of ready local partners from priority sectors as a tool for promoting investments and businesses matching in local supply chains.
• Providing for additional fine to public officials and employees involved in foreign investment promotions, who shall commit acts punishable under the Anti-Graft and Corrupt Practices Act.

Customs Administrative Order No. 02-2022– Rules and Regulations in the Implementation of the ATA System in the Philippines, signed March 18, 2022

The CAO No. 02-2022 implements the ATA Carnet System in accordance with the 1990 World Customs Organization (WCO) Convention on Temporary Admission (Istanbul Convention). The ATA Carnet, also known as the “passport for goods“ valid for upto 1 year, would allow the temporary import/export of goods covered under Annex B.1. of the Istanbul Convention such as, commercial samples, professional equipment, and articles for presentation at trade fairs, shows, and exhibitions, without payment of duties and taxes.

The following are the general considerations for the temporary admission of goods under the guidelines for the ATA Carnet system issued by the Bureau of Customs (BOC):
The goods (including means of transport) must be imported for a special purpose;
the goods must be intended for re-exportation within the minimum period specified under the Istanbul Convention; and
the goods shall not undergo any change except normal depreciation due to the use made of them.
The following goods which are otherwise covered by the Istanbul Convention are not accepted by the Philippines:

• ATA Carnet for postal traffic
• Packings and Articles (including vehicles) which, by their nature, are unsuitable for any purpose other than advertising of specific articles or publicity for a specific purpose;
• While scientific and pedagogic material was accepted, submission of Customs document shall be required;
• Tourist publicity materials
• Goods imported as frontier traffic
• means of transport
• animals for transhumance or grazing or for performance of work or transport

DTI Joint Administrative Order No. 22-01 s. 2022- Guidelines for Online Businesses Reiterating the Laws and Regulations Applicable to Online Businesses and Consumers, issued March 4, 2022
The JAO is a reiteration of the rules, regulations and responsibilities of e-Commerce platforms, electronic retailers (e-retailers), and online merchants, and to inform online consumers of their rights and mechanisms for redress, to increase consumer confidence in business-to-consumer (B2C) and business-to-business (B2B) e-Commerce transactions.

Online businesses are reminded to comply with the Philippine laws, rules and regulations, bearing in mind the following principles of the ASEAN Online Business Code of Conduct:

• Fair treatment of consumers
• Upholding responsibilities by valuing consumer rights
• Compliance with laws and regulations in countries where their goods and services are marketed
• Conformance to Local Standards such as provision of accurate information in local language of the countries where their goods and services are marketed
• Ensured quality and safety by ensuring shared responsibility along the entire supply chain
• Honest and truthful Communication by providing easily accessible, complete, and correct information about their goods and services and adherence to fair advertising and marketing practices
• Price Transparency
• Proper recordkeeping
• Offering options to allow consumers to review their transactions before making the final purchase and to withdraw from a confirmed transaction in appropriate circumstances.
• Responsive consumer complaint and Redress System
• Consumer information security
• Online payment security
• Desistance from online spamming
• Non-proliferation of fake online reviews
• Consumer education on online risks

Online businesses are reminded of the following laws, among others:

A. To protect the public against health and safety:

• R.A. No. 4109 otherwise known as the “Standards Law” which includes compliance to all Department Administrative Orders issued by the DTI particularly the Technical Regulations issued to ensure and certify product quality and safety.
• R.A. No. 9211 or the “Tobacco Regulation Act of 2003” and E.O. No. 106 s. 2020
• R.A. No. 10611 or the “Food and Safety Act of 2013”, P.D. No. 1619 s. 1979, and FDA Circular No. 2019-006
• Department of Agriculture (DA) regulations
• DTI Memorandum Circular No. 21-05, series of 2021 which enumerates the 87 products and systems covered under the BPS Mandatory Product Certification Schemes.
• Requirement for products covered under the DTI Bureau of Philippine Standards (DTI-BPS) Mandatory Certification Schemes:
  +Online platforms, including its sellers, merchants, or e-retailers engaged in the sale of products covered under the DTI-BPS Mandatory Product Certification Schemes shall ensure that such products sold in online platforms bear a valid Philippine Standard (PS) Quality and/or Safety certification Mark, Import Commodity Clearance (ICC) sticker, or any certification mark approved and issued by the DTI-BPS.
  + Manufacturers and importers of products covered under the BPS Mandatory Certification Schemes shall secure the PS Mark or ICC stickers from the BPS. Consistent with requirements of the DTI Department Administrative Order (DAO) No. 4, Series of 2008, DAO No. 5, Series of 2008, and the relevant implementing rules and regulations.

B. To protect the public against deceptive, unfair and unconscionable sales acts and practices:

• Prohibition Against Deceptive Online Sales Acts or Practices (R.A. No. 7394, Art. 50 and R.A. No. 8293, Sections 155.1, 155.2 and 165.2(b))
• Unfair or Unconscionable Sales Act or Practice (R.A. No. 7394, Art. 52 and R.A. No. 8293, Sections 155.1, 155.2 and 165.2(b))

C. Responsibilities of Online Businesses on Consumer Product and Service Warranties, Price Tag Placement, and Labeling

• Consumer Product and Service Warranty (Civil Code of the Philippines (R.A. No. 386) and R.A. 7394)
• Labeling Requirements (R.A. no. 7394, R.A. no. 9711, R.A. No. 6675 as amended, E.O. No. 51, P.D. No. 881, R.A. NO. 11346, R.A. No. 9211, R.A. No. 10611 and FDA Circular No. 2019-006)
• Price Tag Placement (R.A. No. 7394, Art. 81 and 83)

D. Regulated, Restricted and Prohibited Items

• Online business must exhibit the corresponding license of permit number of the regulated items sold

E. Data Privacy (Data Privacy Act of 2012 (DPA), R.A. No. 10173)

• Online sellers, merchants, or e-retailers shall handle all personal data of their consumers with the utmost care and respect.
• Personal information collected shall be retained only for as long as necessary
• Personal data shall be disposed of or discarded in a secure manner that would prevent further processing, unauthorized access, or disclosure to any other party or the public.
• Publish and post in their websites or online platforms, or any other similar platform, a Privacy Notice compliant with the DPA.
• Online merchants that operate their own online application, or any other similar platform are prohibited from asking unnecessary information from the consumers
• to determine the most appropriate criteria for the processing of personal data, prior to the collection of personal data.
• Implementation of reasonable and appropriate security measures intended for the protection of the personal data and shall not be used for purposes not authorized by the consumer.
• Inform the consumers of their rights under the DPA
• Only disclose information when lawfully required and allowed by law, such as when requested by public authorities.

Liabilities of Online Businesses and E-commerce platforms and E-marketplaces:

• Liability for defective product and service (R.A. No. 7394, Tile III, Chapter V, Articles 98 and 97)
• Liability for the sale of counterfeit and pirated goods (R.A. No. 8293 and R.A. No. 8203, otherwise known as the “Special Law on Counterfeit Drugs”
• E-commerce platforms, e-marketplaces, and the like are treated and are liable in the same manner as online sellers, merchants, and e-retailers, when the latter commits any violation of the laws implemented by these issuance.

PEZA Memorandum Circular No. 2022-018- Denial by the FIRB of the Proposal of PEZA to Implement Temporary Measure Under Rule 23 of the CREATE Act IRR, Dated March 10, 2022

On 01 April 2022, all registered IT/BPO enterprises shall conduct their registered activities/projects onsite or within the territorial boundaries of the PEZA-registered IT Centers/Buildings or Parks. Onsite means that the employees of the enterprises are physically present inside the IT Centers/Buildings.


SEC MC No. 5, series of 2022

The SEC promulgated these requirements and guidelines for corporate dissolution under the　Revised Corporation Code of the Philippines (RCC). The guidelines are the standardized procedure on corporate dissolution under the authority of the Company Registration and Monitoring Department (CRMD) and SEC Extension Offices. In particular the following are the requirements for each type of dissolution covered:

①　Voluntary dissolution where no creditors are affected

• Verified Request for Dissolution signed by the corporation’s authorized representative containing the information found in Section 1 of the guidelines.
• Verification and Certification Against Forum Shopping
• Supporting documents:
  + Notarized copy of the board resolution or director’s/trustees’ certificate authorizing the dissolution and designating an authorized representative.
  + Publisher’s Affidavit of Publication of the Notice of Meeting
  + Latest due General Information Sheet (GIS)
  + Audited Financial Statement (AFS) as of the last fiscal year
  + Affidavit executed under oath by the President and the Treasurer that the dissolution is not prejudicial to the interest of the creditors; and that there is no opposition from any creditors.
  + Bureau of Internal Revenue (BIR) Tax Clearance Certificate
  + Notarized Secretary’s Certificate of no pending case involving intra-corporate dispute;
  + Clearance/Favorable recommendation from other Departments of the Commission or from the appropriate regulatory agency, when necessary.
• Favorable Recommendation – Banks, banking and quasi-banking institutions, preneed, insurance and trust companies, Non-stock Savings and Loans Associations (NSSLAs), pawnshops and other financial intermediaries need a favorable recommendation form the appropriate government agency.

②　Dissolution by shortening corporate term

• Amendment to shorten corporate term where the proposed expiration of the corporate term is one year or more than one year from approval of the application for amendment under Corporate and Partnership Registration Division (CPRD) if CRM or SEC Extension Office.
  + Cover Sheet
  + Notarized Director’s Certificate signed by majority of the directors or trustees and the corporate secretary, attesting that: 1.) the dissolution by shortening of corporate term was approved by the majority of the board of directors/trustees and ratified by at least 2/3 vote of the stockholders representing the outstanding capital stock including the holders of non-voting shares; 2.) date and place of the stockholders’ or members’ meeting; and 3. the tax identification number (TIN of the signatories)
  + Amended Articles of Incorporation (AOI)
  + Compliance Monitoring Division (CMD) Monitoring Clearance
  + Notarized Secretary Certificate of no pending case involving intra corporate dispute
  + Clearance/Favorable recommendation from other Departments of the Commission or from the appropriate regulatory agency, when necessary.
• Amendment to shorten corporate term where the proposed expiration of the corporate term is less than one year, from approval of the application for amendment under Financial Analysis and Audit Division (FAAD) of the CRMD or SEC Extension Office.
  + Cover sheet
  + Notarized Director’s Certificate signed by majority of the directors or trustees and the corporate secretary, attesting that: 1.) the dissolution by shortening of corporate term was approved by the majority of the board of directors/trustees and ratified by at least 2/3 vote of the stockholders representing the outstanding capital stock including the holders of non-voting shares; 2.) date and place of the stockholders’ or members’ meeting; and 3.TIN of the signatories
  + Amended AOI
  + AFS as of last fiscal year, except in certain cases where different requirement apply
  + Affidavit executed under oath by the President and the Treasurer that the dissolution is not prejudicial to the interest of the creditors; and that there is no opposition from any creditors.
  + Bureau of Internal Revenue (BIR) Tax Clearance Certificate
  + Publisher’s Affidavit of Publication of the Notice of Meeting (once)
  + Notarized Secretary’s Certificate of no pending case involving intra-corporate dispute;
  + Clearance/Favorable recommendation from other Departments of the Commission or from the appropriate regulatory agency, when necessary.
• All proposed expiration of corporate term must contemplate a future date. No application for amendment under Section 136 of the RCC shall be accepted if the proposed expiration of corporate term had already lapsed at the time of the filing of the application.

③　Involuntary dissolution ordered by the SEC of upon filing of a verified complaint by any interested party

• Under Section 138 of the RCC, the Commission may at its own discretion, or upon filing of verified complaint by any interested party, dissolve a corporation based on the following:
  + Non-use of corporate charter as provided under Section 21 of the RCC
  + Continuous inoperation of a corporation as provided under Section 21 of the RCC
  + Upon receipt of lawful court order dissolving the corporation
  + Upon finding by final judgment that the corporation produced procured its incorporation through fraud; and
  + Upon finding by final judgment that the corporation
     – was created for the purpose of committing, concealing or aiding the commission of securities violations, smuggling, tax evasion, money laundering or graft and corrupt practices;
     – Committed or aided in the commission of the instances in enumerated in the preceding paragraph; and
     – Repeatedly and knowingly tolerated the commission of graft and corrupt practices or other fraudulent practices or other fraudulent or illegal acts by its directors, trustees, officers, or employees.
  + Moreover Section 6(i) of the Presidential Decree (PD) 902-A provides for the revocation of certificate of registration of a corporation based on the following grounds:
     – Fraud in the procurement of certificate of registration
     – Failure to file or register any of the following for a period of at least five (5) years: 1.) AFS; 2.) GIS; and 3.) Stock and Transfer Book or Membership Book

SEC MC No. 03 s. 2022, Implementation of Bangko Sentral ng Pilipinas Circular No. 1133 Series of 2021 on the Ceiling/s on Interest Rates and Other Fees Charged by Lending Platforms, issued March 1, 2022

• This interest ceiling rates prescribed by this circular applies to unsecured, general-purpose loans offered by financing companies (FCs) and Lending Companies (LCs) and their Online Lending Platforms (OLPs) not exceeding P10,000 and loan tenor of up to 4 months that are entered into, restructured, or renewed beginning March 3, 2022.
• The following are the ceiling on interest rates and other fees for specific loans offered by LCs, FCs, and their OLPs:
  + A nominal interest rate ceiling equivalent to 6 percent (6%) per month (~0.2 % per day)
  + An EIR ceiling equivalent to 15 percent per month (~0.5% per day), which shall include the Nominal Interest Rate along with all other applicable fees and charges (i.e., processing fees, service fees, notarial fees, handling fees and verification fees, among others), but excluding fees and penalties for late payment and non-payment.
  + A cap on penalties for late payment or non-payment at 5 percent (5%) per month on outstanding scheduled amounts due.
  + A total cost cap of 100 percent (100%) of tidal amount borrowed (applying to all interest, other fees and charges, and penalties) regardless of time the loan has been outstanding.
• All FCs and LCs whether or not offering loans covered by the ceiling have to submit an Impact Evaluation Report (IER) on or before January 15 each year beginning 2023.
• All FCs and LCs whether or not offering loans covered by the ceiling need to submit a Business Plan indicating the company’s loan products and services as well as the applicable pricing parameters.
• FCs and LCs that are non-compliant with the prescribed interest ceiling rates shall be subject to a penalty or P50,000 to P1,000,000. The SEC may also suspend the corporation’s operations or revoke its primary registration.
• Depending on the frequency of the offense, failure to submit the IER shall be subject to P10,000 and P 200.00 daily penalty or suspension or revocation of CA.
• Late or non-submission of the required Business plan will be subject to P10,000 and P 200.00 daily penalty or suspension or revocation of CAD. E