Executive Summary A One Person Corporation (OPC) allows a single owner to operate a business through a corporation without bringing in additional stockholders simply to satisfy an incorporation requirement. Introduced under the Revised Corporation Code of the Philippines, Republic Act No. 11232, an OPC is a corporation with only one stockholder. That stockholder may generally be a natural person, a trust, or an estate. For solo entrepreneurs, consultants, investors, and famil

Executive Summary The Philippines is moving toward broader electronic invoicing, but not every taxpayer is required to shift at the same time. Under Revenue Regulations No. 26-2025 and the more detailed guidelines in BIR Revenue Memorandum Circular No. 98-2026, the December 31, 2026 deadline applies to several specific groups of taxpayers. The first group includes Small, Medium, and Large taxpayers engaged in e-commerce or internet transactions; taxpayers under the Large Taxp

Executive Summary How long should a Philippine business keep its books, invoices, tax returns, and accounting records? Under the current rule, books of accounts and other accounting records generally must be preserved for five years. The Ease of Paying Taxes Act, Republic Act No. 11976, amended Section 235 of the Tax Code and set the five-year retention period. The five years are generally counted from the day following the deadline for filing the relevant return. If the retu

Executive Summary Starting a business in the Philippines involves more than choosing a business name and opening a bank account. Before operations begin, the owner must determine the correct business structure, register with the proper national agency, complete BIR tax registration, and secure the local permits required for the business location and activity. For a sole proprietorship, business name registration is generally handled by the Department of Trade and Industry (DT

Executive Summary Tax problems often begin long before a business receives a Letter of Authority, Notice of Discrepancy, or assessment from the Bureau of Internal Revenue. Many issues can already be seen in the company’s books, invoices, tax returns, withholding records, bank transactions, and registration documents. A discrepancy does not automatically mean tax fraud or tax evasion. It may result from bookkeeping mistakes, incomplete documentation, system changes, or incorre

Introduction A business permit, an SSS field inspection, three supposed employees, and two demand letters were enough to produce a criminal conviction in the Regional Trial Court and an affirmance by the Court of Appeals. They were not enough for the Supreme Court. In Minda Durano Gabrillo v. People of the Philippines, G.R. No. 275194, July 7, 2026, the Supreme Court’s Third Division reversed the conviction of a sole proprietor prosecuted for failing to register her business

Executive Summary The General Information Sheet (GIS) is one of the principal annual reportorial requirements of corporations registered with the Securities and Exchange Commission (SEC) in the Philippines. In general, domestic stock corporations and non-stock corporations are required to file a GIS. The SEC also prescribes GIS requirements for foundations, licensed foreign corporations such as branch and representative offices, regional headquarters or regional operating hea

Executive Summary Choosing the right business structure is one of the first major legal and tax decisions an entrepreneur makes. In the Philippines, three common options are the sole proprietorship, ordinary corporation, and One Person Corporation (OPC). They may all operate legitimate businesses, but they differ significantly in ownership, personal liability, governance, taxation, continuity, compliance, and ability to bring in investors. A sole proprietorship is generally s

Executive Summary Yes. Poor accounting records can significantly increase a business’s tax risk, even when there was no intention to underpay taxes. Incomplete books, missing invoices, unreconciled bank transactions, unsupported expenses, inaccurate withholding records, and inconsistencies between tax returns and financial statements can make it difficult for a taxpayer to prove that its tax treatment was correct. Under Philippine tax law, businesses are required to maintain

Executive Summary Reducing taxes is not automatically illegal. Philippine tax law recognizes a fundamental distinction between lawful tax planning or tax avoidance and tax evasion. Tax planning uses legal methods to arrange transactions efficiently before tax liability arises. Tax evasion, by contrast, involves willful and unlawful conduct intended to defeat taxes that are legally due. The Supreme Court has described tax avoidance as the use of legal means to prevent or reduc

Executive Summary The Bureau of Internal Revenue has issued Revenue Memorandum Circular No. 98-2026, which sets the policies and guidelines for electronic invoicing under Section 237 of the Tax Code and related revenue regulations. For covered taxpayers, the most important deadline is December 31, 2026. By then, covered taxpayers except Micro Taxpayers must be able to issue electronic invoices that comply with the BIR’s technical and documentary requirements. The Circular als

Executive Summary A BIR allegation of tax fraud should be treated differently from an ordinary tax deficiency. Tax fraud generally involves an accusation that a taxpayer deliberately used falsehood, concealment, misrepresentation, or another scheme to evade tax. The allegation can have serious consequences because fraud may support a 50% civil surcharge, extend the period within which the BIR may assess the tax, and potentially lead to criminal prosecution. Under Section 222

Executive Summary Starting a business in the Philippines involves more than choosing a name and opening a bank account. A new business generally needs to complete the appropriate DTI or SEC registration, register with the Bureau of Internal Revenue (BIR), obtain applicable local government permits, and comply with tax, invoicing, bookkeeping, and employment requirements. The exact process depends on the business structure. A sole proprietorship generally registers its busines

Introduction A spouse’s infidelity can destroy trust, fracture a family, and inflict profound emotional harm. But under Philippine criminal law, moral wrongdoing and criminal liability are not always the same thing. That distinction lies at the heart of the Supreme Court’s ruling in XXX v. People, G.R. No. 268619, January 13, 2026, where the Court affirmed a husband’s conviction under Section 5(i) of Republic Act No. 9262, or the Anti-Violence Against Women and Their Children

Executive Summary The General Information Sheet (GIS) is one of the key annual reportorial requirements of corporations registered with the Securities and Exchange Commission (SEC) in the Philippines. It contains important information about the corporation, including its principal office, directors or trustees, officers, stockholders or members, capital structure, and other corporate details required by the SEC. For domestic stock and non-stock corporations, the SEC currently

Executive Summary Paying the tax does not automatically stop a criminal tax case in the Philippines. The Tax Code expressly provides that a person convicted of a tax crime remains liable for the tax, and that payment of the tax due after apprehension is not a valid defense to prosecution. In other words, settling the unpaid tax and answering a criminal charge are separate legal issues. This distinction matters because tax liability arises from law, while criminal liability de

Executive Summary A Philippine tax dispute can begin long before a case reaches the Court of Tax Appeals (CTA). For an assessment case, the usual path may begin with a BIR audit, proceed through assessment notices and an administrative protest, and eventually reach the CTA if the dispute remains unresolved. Section 228 of the Tax Code generally gives a taxpayer 30 days from receipt of the assessment to file an administrative protest. For a request for reinvestigation, support

Executive Summary A civil tax assessment and a criminal tax case are related but different. A civil tax assessment generally focuses on determining and collecting unpaid or deficiency taxes, together with applicable interest and penalties. A taxpayer may receive assessment notices and may challenge the assessment through the procedures provided by the Tax Code. Section 228 requires taxpayers to be informed in writing of the law and facts supporting an assessment, subject to s

Executive Summary Many tax refund claims do not fail because the taxpayer has no overpayment. They fail because the taxpayer cannot satisfy the procedural and documentary requirements needed to prove the claim. In the Philippines, a tax refund is not granted simply because a return shows an excess payment or unused tax credit. The taxpayer carries the burden of proving entitlement to the refund and compliance with the applicable filing requirements. The BIR has emphasized tha

Executive Summary Withholding taxes are not ordinary business funds. When a business is required to deduct withholding tax from payments to employees, suppliers, professionals, landlords, or other payees, it acts as a withholding agent for the government. The amount withheld must be properly reported and remitted to the Bureau of Internal Revenue within the applicable deadline. If a business withholds tax but fails to remit it, the withholding agent may be held liable for the