Cebu is one of the Philippines' main business centres outside Metro Manila, and foreign companies looking at the Visayas often start there. Doing business in Cebu means working within national Philippine law on foreign investment and corporations, alongside local permitting by the city or municipality where the business operates. This checklist sets out the main legal steps a foreign company typically works through, and how to confirm that the lawyer advising on them is properly admitted.
This article is general information, not legal advice. Requirements change, and a lawyer admitted in the Philippines should confirm what applies to a specific business.
The legal framework in brief
The Philippines has a mixed legal system, built on Spanish civil law and influenced by United States common law after 1898. Business regulation is largely national: the same corporation and foreign investment rules apply in Cebu as in Manila, Davao or Iloilo. What differs locally is the permitting and licensing done by the local government unit, and the practical experience of local counsel with those offices.
Three national instruments shape most foreign entry decisions:
- The Foreign Investments Act of 1991 (Republic Act No. 7042), as amended by Republic Acts No. 8179 and 11647. It requires a Regular Foreign Investment Negative List setting out areas where foreign participation is limited or reserved to Philippine nationals (Executive Order No. 113, 2026, preamble).
- The Thirteenth Regular Foreign Investment Negative List, promulgated by Executive Order No. 113 dated 13 April 2026. Checking the current list is an early step for any foreign investor, because ownership limits depend on the activity.
- The Revised Corporation Code (Republic Act No. 11232, 2019), which governs domestic corporations and requires a foreign corporation to obtain a licence from the Securities and Exchange Commission (SEC) before transacting business in the Philippines, with a resident agent appointed to receive summons and legal process.
Step framework: a legal checklist for foreign companies
- Define the activity precisely. Write down what the business will actually do in Cebu: sell goods, provide services, manufacture, operate a back office, hold land or lease premises. Foreign ownership limits, licensing and tax treatment all depend on the activity, so this description drives every later step.
- Check the Foreign Investment Negative List. Ask counsel to confirm whether the activity appears on the current (13th) Regular Foreign Investment Negative List and, if so, the maximum foreign equity allowed. Some limits come from the Constitution or specific statutes, so this check also covers sector laws.
- Choose the vehicle. The common options are a domestic corporation (wholly or partly foreign-owned where allowed), or a licensed foreign corporation operating through a branch or representative office. The Revised Corporation Code sets out the licensing route for foreign corporations, including the resident agent requirement. Counsel should explain the liability, tax and capital consequences of each.
- Register with the SEC. Incorporation of a domestic corporation, or the licence application of a foreign corporation, is filed with the Securities and Exchange Commission. Corporate documents issued abroad generally need to be authenticated for use in the Philippines; the lawyer should confirm whether an Apostille or other authentication is required.
- Obtain local permits. After national registration, a business operating in Cebu City or another Cebu locality typically needs the local business permit and related clearances from that local government unit. The exact office and documents depend on the locality, which is where Cebu-based counsel adds practical value.
- Register for tax. Registration with the Bureau of Internal Revenue and compliance with local business taxes follow incorporation. An accountant usually works alongside the lawyer at this stage.
- Set up employment and immigration compliance. Hiring locally, and bringing in foreign staff, involve labour and immigration rules. Ask counsel which permits foreign employees need before they start work.
- Review property arrangements. Land ownership in the Philippines is restricted for foreign nationals and foreign-owned companies, so office and factory premises are often leased. A lawyer should review any lease or other property arrangement before it is signed.
- Calendar ongoing filings. Corporations face recurring reporting to the SEC and tax authorities. Agree who will track these deadlines after set-up.
How to verify a lawyer in Cebu
Lawyers in the Philippines are admitted by the Supreme Court. Those who pass the Bar Examination and take the oath sign the Roll of Attorneys, maintained through the Office of the Bar Confidant. The Supreme Court publishes a searchable "Lawyers List" showing name, address, the date the roll was signed and the roll number (Supreme Court of the Philippines, Lawyers List). That list confirms admission to the Roll. It does not by itself show current good standing, so it is reasonable to ask the lawyer for proof of current Integrated Bar of the Philippines (IBP) membership and compliance with continuing legal education requirements.
Every lawyer on the Roll of Attorneys is a member of the IBP (Rules of Court, Rule 139-A, s. 1). The IBP is organised into chapters, and Rule 139-A, s. 4 provides for a separate chapter for Cebu City, distinct from the chapter for Cebu province. A lawyer practising in Cebu City may therefore belong to a different chapter from one practising elsewhere on the island.
Practical questions to ask any candidate:
- What is your roll number, and which IBP chapter are you a member of?
- Have you handled SEC registration and foreign investment questions for companies in the same sector?
- Do you deal regularly with the local government offices where the business will operate?
- Who will handle tax registration, and do you work with an accounting firm?
- What is included in the fee, and what are the government fees on top?
Davao, Iloilo and beyond
The same national rules apply to foreign companies in Davao City, Iloilo City and other centres. The Supreme Court Lawyers List and IBP membership apply nationwide, so the same verification steps work anywhere in the country. What changes is the local government unit issuing permits, which is why many foreign companies prefer counsel with experience in the specific city.
Building a shortlist
Global Law Lists publishes a law firm list for Cebu and a Cebu law firms page as part of its international legal network. Global Law Lists operates these lists, and listed firms may hold paid memberships; ordering and checks follow the verification methodology. Being listed is not a substitute for checking the Supreme Court Lawyers List and asking about IBP standing. Companies planning commercial contracts in the Philippines may also look at business and corporate law practices.
Frequently asked questions
How do I find a list of lawyers in Cebu City?
The Supreme Court's Lawyers List is a searchable national record of the Roll of Attorneys, including addresses. It shows admission, not current good standing. Commercial lists, including those published by Global Law Lists, can help build a shortlist, but status should be checked with official sources.
Can a foreign company own 100% of a business in Cebu?
Under the Foreign Investments Act as amended by RA 11647, full foreign ownership is possible unless the activity is limited or reserved in the Foreign Investment Negative List or other law. The current list is the 13th, promulgated by Executive Order No. 113 (2026). A lawyer should confirm the treatment of the specific activity.
Does a foreign corporation need a licence to do business in the Philippines?
Yes. The Revised Corporation Code requires a foreign corporation to obtain an SEC licence before transacting business, and to appoint a resident agent.
Is the IBP Cebu City Chapter the same as the Cebu chapter?
No. Rule 139-A, s. 4 provides for a separate chapter for Cebu City, distinct from the Cebu province chapter.
Are the rules different in Davao or Iloilo?
National rules on corporations and foreign investment are the same. Local permits differ by city or municipality.
Sources
- Republic Act No. 7042, Foreign Investments Act of 1991, as amended by Republic Acts No. 8179 and 11647, Republic of the Philippines
- Executive Order No. 113, Promulgating the Thirteenth Regular Foreign Investment Negative List, Office of the President, 13 April 2026 (text via LawPhil)
- Republic Act No. 11232, Revised Corporation Code of the Philippines (2019); briefer published by the Securities and Exchange Commission
- Rules of Court, Rule 139-A (Integrated Bar of the Philippines), ss. 1 and 4, Supreme Court of the Philippines (text via LawPhil)
- Lawyers List (Roll of Attorneys), Supreme Court of the Philippines, accessed 10 October 2026
- Integrated Bar of the Philippines, About the IBP, accessed 10 October 2026