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Category: Estate Planning

  • From Expired to Revived: SEC Rules on Reviving Corporations

    “This will translate to more market players competing, introducing innovations and more choices, and creating employment opportunities, among others.”

    – Emilio B. Aquino, Former SEC Chairperson [on the revival of expired corporations under the Revised Corporation Code and SEC MC No. 23]

    (Part 4 of 4)

    By Realttorney®

    On November 21, 2019, the Securities and Exchange Commission (SEC) of the Philippines issued Memorandum Circular No. 23, Series of 2019 (MC No. 23), also known as the Guidelines on the Revival of Expired Corporations. This circular was prompted by the passage of the Revised Corporation Code of the Philippines (Rep. Act No. 11232), which grants perpetual existence to corporations unless otherwise specified.

    Under this new framework, corporations that expired under the old Corporation Code of 1980 now have a chance to revive their corporate existence through a verified petition filed with the SEC.

    For entrepreneurs, corporate officers, and heirs of deceased stockholders, understanding how to revive an expired corporation is critical for preserving business interests, real estate assets, and corporate continuity. This is especially important if the “dead corporation” has real estate registered in its name.

    What is Corporate Revival?

    Corporate revival is the legal process of restoring a corporation that has expired due to the lapse of its original term of existence. Once revived, the corporation regains its juridical personality, rights, and obligations as if its expiration never occurred.

    This concept differs from re-registration, which creates a brand-new corporate entity. Revival, therefore, is more advantageous for corporations with assets (real estate), liabilities, or pending transactions that need continuity.

    Who Can File for Revival Under SEC MC No. 23?

    The following corporations are eligible to apply for revival:

    ✅ Expired corporations whose original term of existence stated in their Articles of Incorporation has lapsed.

    ✅Corporations suspended or revoked for failure to file reports (e.g., General Information Sheet, Audited Financial Statements).

    ✅ Expired corporations whose names have been reused by another corporation already registered with the SEC.

    📌 Pro Tip: Even if your corporate name has been reused, you may still revive your expired corporation under a different corporate name approved by the SEC.

    Corporations Not Qualified for Revival. Not all corporations may file for revival. MC No. 23 specifically disqualifies:

    ✅ Corporations that have completed the liquidation of assets.

    ✅ Corporations whose registration was revoked for causes other than non-filing of reports (e.g., fraud, serious violations).

    ✅ Corporations dissolved under the Anti-Dummy Law (C.A. No. 108, as amended).

    ✅ Corporations that have already undergone re-registration under SEC MC No. 13, Series of 2019, unless the re-registered entity consents to dissolution or a name change in favor of the expired corporation.

    Step-by-Step Procedure for Revival of Expired Corporations. If your corporation is qualified, here’s how to revive your corporate existence with the SEC:

    1. Secure Approval from the Board and Stockholders

    • A majority of the Board of Directors or Trustees must approve the revival.
    • A majority of the outstanding capital stock or members must also consent.

    2. File a Verified Petition with the SEC

    • Submit a Verified Petition for Revival of Corporate Existence.
    • Include the required details under Section 6 (a) of MC No. 23 (corporate name, incorporation date, expiration date, grounds for revival).
    • Attach the documentary requirements listed in Section 7 (Articles of Incorporation, By-Laws, latest GIS, audited financials, etc.).

    3. Publish the Petition

    • Publish the petition stamped “received” by the SEC in a newspaper of general circulation within 15 days from filing.
    • File proof of publication with the SEC.

    4. Opposition and Clarificatory Conference

    • Interested parties, such as creditors or heirs of stockholders, may file an opposition.
    • The SEC may schedule a clarificatory conference to resolve issues.

    5. Issuance of Certificate of Revival

    • Once approved, the SEC issues a Certificate of Revival of Corporate Existence.
    • The revived corporation is restored with all rights, privileges, duties, debts, and liabilities it had prior to expiration.
    • Unless otherwise stated in the Verified Petition, the revived corporation is granted perpetual existence.

    Legal and Business Effects of Revival

    Reviving a corporation has significant legal and financial implications:

    👉 Continuity of Legal Personality – The revived corporation is treated as though no expiration occurred.

    👉 Restoration of Rights and Privileges – It regains its franchise, contracts, and ability to transact.

    👉 Accountability for Liabilities – All prior debts, obligations, and liabilities remain enforceable.

    👉 Perpetual Existence – Unless specified, the revived entity now enjoys perpetual corporate life under the Revised Corporation Code.

    Revival vs. Re-registration: What’s the Difference?

    Revival Re-registration  
    Restores the same corporate entity  Creates a new juridical person
    Retains existing assets, liabilities, and contracts  No continuity with prior corporation
    Rights and obligations are revived  New entity must establish rights anew
    Certificate of Revival issued  New Certificate of Incorporation issued

    📌 Pro Tip: For corporations owning real estate, pending cases, or valuable business licenses, revival is often the more practical remedy.

    Practical Importance of Revival for Business Owners and Heirs

    ✅ Estate Planning and Inheritance – Revival allows heirs to maximize the value of corporate shares tied to real estate or businesses.

    ✅ Creditor Rights – Creditors may continue pursuing claims since revival restores liabilities.

    ✅Corporate Restructuring – Useful for family-owned corporations seeking to resume operations or reorganize without starting from scratch.

    Frequently Asked Questions (FAQ)

    ⚠️ Can an expired corporation still own its real estate properties? Yes. Ownership remains with the corporation unless assets have been liquidated. Revival simply restores the corporation’s legal personality to deal with those assets.

    ⚠️ Is revival automatic under the Revised Corporation Code? No. A Verified Petition must be filed with the SEC and duly approved.

    ⚠️ How long does the revival process take at the SEC? Timelines vary depending on the completeness of requirements, publication, and whether there are oppositions. Generally, it may take several months.

    ⚠️ Will a revived corporation automatically have perpetual existence? Yes, unless the petition expressly requests a fixed corporate term.

    🔗 Reference: Click here for the full text of SEC Memorandum Circular No. 23, Series of 2019.

    Conclusion

    The issuance of SEC Memorandum Circular No. 23, Series of 2019, provides a clear legal pathway for the revival of expired corporations in the Philippines. By filing a verified petition, publishing it, and complying with SEC requirements, business owners and heirs can restore corporate existence and preserve both corporate and family assets.

    Whether for business continuity, estate planning, or creditor protection, corporate revival is a powerful tool under the Revised Corporation Code.

    This is the final article of the series that answered the question, How can a “dead” corporation sell its real estate? The third article of the series discussed the significant decisions of the Supreme Court regarding the legal authority and actions of dissolved corporations, particularly discussing the process of liquidating their properties – both real and personal.

    If you have any questions about the process of reviving a “dead” corporation, kindly leave your comments in the comments section.

    ——-

    Atty. Jojo is a real estate attorney, an estate planning attorney, a licensed real estate broker, and a PRC-accredited Lecturer/ Speaker for Training Programs in Real Estate. He is committed to helping new and veteran real estate service practitioners be well-informed of the latest laws, rules, regulations, and information relevant to the real estate service sector.

  • Leveraging the One Person Corporation: A Game-Changer for Estate Planning in the Philippines?

    “A tax-free transfer of real properties to a One Person Corporation merits further study especially when there are several parcels of land to transfer that is meant to be preserved by the heirs or controlled by family for generations to come.”

    – Ernesto C. Perez II, CTEP®, Real Estate & Estate Planning Attorney

    By Realttorney®

    In an era where entrepreneurship is thriving and business structures are evolving, the concept of a One-Person Corporation (OPC) has gained prominence. Introduced under the Revised Corporation Code of the Philippines, the OPC offers unique opportunities for individuals looking to establish a single-owner corporation.

    In this article, we delve into the basics of an OPC, explore its advantages and disadvantages compared to an ordinary stock corporation, and examine the implications of the single stockholder’s demise. In addition, we shall explore the benefits of utilizing an OPC to hold various real properties, highlighting how it can effectively save estate taxes and avoid probate.

    What is a One-Person Corporation?

    A One-Person Corporation is a type of corporation where a single individual can establish and operate a business as a separate legal entity. Unlike a traditional stock corporation that requires a minimum of five shareholders, an OPC enables sole entrepreneurs to enjoy the benefits of limited liability protection and corporate structure without the need for additional shareholders. The OPC structure is governed by the rules and regulations outlined in the Revised Corporation Code of the Philippines.

    Advantages of a One-Person Corporation

    Limited Liability Protection: One of the key advantages of an OPC is the limited liability protection it offers to the sole owner. By establishing a separate legal entity, the personal assets of the owner are shielded from liabilities arising from the corporation’s activities. Therefore, in the event of lawsuits, creditors’ claims, or other unforeseen circumstances, the real properties held by the OPC are protected, safeguarding the individual’s or family’s wealth and ensuring financial security.

    Simplified Management and Decision-Making: Unlike an ordinary stock corporation that requires multiple shareholders and a board of directors, an OPC places decision-making authority solely in the hands of the single stockholder. This streamlined management structure allows for quicker and more efficient decision-making, as well as increased flexibility and control over business operations.

    Greater Privacy and Confidentiality: With an OPC, the single stockholder can maintain a greater degree of privacy and confidentiality compared to a stock corporation. As the sole owner, there is no need to disclose personal information or financial details related to other shareholders. This confidentiality can be advantageous for individuals who value privacy or operate in sensitive industries.

    Consolidation and Management of Real Properties: The OPC allows a single individual to establish a corporation, thereby enabling the consolidation of diverse real properties under one legal entity. This feature is particularly advantageous for families with multiple real estate holdings, as it facilitates centralized control and management. By transferring ownership of these properties to the OPC, families can streamline administrative processes, simplify financial reporting, and enhance asset protection.

    Disadvantages of a One-Person Corporation

    Limited Access to Capital: Since an OPC is owned by a single individual, raising capital can be more challenging compared to a stock corporation with multiple shareholders. Access to financing options such as equity investments or loans may be limited. However, this disadvantage can be mitigated by the owner’s personal financial resources or alternative sources of funding.

    Potential for Personal Liability: Although an OPC provides limited liability protection, there are situations where the single stockholder’s personal assets could be at risk. If the owner engages in fraudulent activities, commingles personal and business funds, or fails to observe corporate formalities, courts may “pierce the corporate veil” and hold the individual personally liable for the corporation’s obligations.

    Succession Considerations for One Person Corporations

    When the single stockholder of an OPC passes away, several scenarios may unfold:

    Transfer through Succession Planning: Prior to the stockholder’s demise, a well-designed succession plan can be implemented. The owner can designate a successor or beneficiaries who will inherit the shares and assume control of the OPC. This ensures the continuity of business operations and facilitates a seamless transition of ownership.

    Transfer through Intestate Succession: If the stockholder does not have a valid will or succession plan in place, the shares and assets of the OPC will be transferred according to the laws of intestate succession. The process may involve court proceedings and the appointment of an administrator to oversee the distribution of assets to the legal heirs.

    Flexibility in Succession Planning: Estate planning is a critical consideration for individuals seeking to ensure the seamless transfer of assets to their heirs while minimizing the impact of taxes and probate. The OPC structure provides considerable flexibility in succession planning, making it an attractive tool for families with substantial real estate holdings. Through shareholding arrangements, the founder can easily transfer ownership of the OPC to family members or chosen beneficiaries while retaining control during their lifetime.

    Estate Tax Efficiency: The use of an OPC as an estate planning tool can significantly reduce the burden of estate taxes. Under the Philippine Tax Code, the transfer of shares in a corporation through inheritance or bequest is subject to a lower tax rate compared to the transfer of real properties. By transferring ownership of real properties to the OPC, the founder can subsequently transfer the shares to the heirs, minimizing the estate tax liability. This strategy effectively capitalizes on the favorable tax treatment of corporate share transfers, resulting in substantial tax savings.

    Probate Avoidance: Probate is a legal process that validates a will and facilitates the distribution of assets to the rightful heirs. However, probate proceedings can be time-consuming, costly, and potentially contentious. By holding real properties within an OPC, these assets are not subject to probate. Instead, the transfer of shares can be carried out through a simple and efficient process, bypassing the complexities and delays associated with probate. This allows for a smoother transition of ownership and ensures that the family’s real properties remain accessible and functional without disruption.

    Conversion to a Stock Corporation: In certain cases, the OPC may be converted into an ordinary stock corporation upon the stockholder’s death. This conversion allows for the admission of new shareholders, enabling the business to continue with a broader ownership base. The conversion process would involve compliance with the necessary legal requirements and filing the appropriate documents with the relevant government agencies.

    Dissolution of the OPC: If there are no successors or heirs willing or eligible to take over the OPC, the corporation may be dissolved. The assets of the OPC would then be liquidated, and the proceeds would be distributed according to the provisions of the Revised Corporation Code and other applicable laws.

    Conclusion

    The advent of the One Person Corporation has opened up new possibilities for entrepreneurs seeking to establish a business as a separate legal entity with limited liability protection. The OPC offers advantages such as streamlined decision-making, enhanced privacy, and simplified management. However, potential challenges include limited access to capital and the risk of personal liability if corporate formalities are not followed.

    Be that as it may, the One Person Corporation (OPC) has gained notoriety among a wide range of Filipinos, not just entrepreneurs. This innovative legal framework also offers significant advantages for individuals seeking to consolidate and manage their family’s real properties, while also serving as a strategic estate planning tool.

    When it comes to succession planning, the single stockholder of an OPC must consider the future of the corporation upon their passing. By implementing a well-thought-out succession plan, the owner can ensure a smooth transition of ownership and the continued operation of the business. Alternatively, the conversion to a stock corporation or the dissolution of the OPC may be appropriate depending on the specific circumstances.

    Likewise, the One Person Corporation has brought about significant benefits for individuals seeking to consolidate and manage their family’s real properties. Additionally, it offers a unique opportunity to strategically utilize the OPC as an effective estate planning tool, allowing families to save on estate taxes and avoid probate. By taking advantage of the OPC structure, families can achieve enhanced asset protection, centralized management, and seamless succession planning while optimizing tax efficiency. As always, it is recommended to consult with legal and financial professionals to tailor these strategies to individual circumstances and ensure compliance with relevant laws and regulations.

    As with any legal and financial matters, it is essential for individuals considering the establishment of a One Person Corporation or implementing succession and estate plans to seek advice from qualified professionals who can provide guidance tailored to their specific needs and circumstances. By doing so, entrepreneurs can maximize the benefits of an OPC while effectively addressing potential challenges and ensuring a secure future for their businesses and the well-being of their families.

    ——-

    Atty. Jojo is a real estate attorney, an estate planning attorney, a licensed real estate broker, and a PRC-accredited Lecturer/ Speaker for Training Programs in Real Estate. He is a Chartered Trust and Estate Planning (CTEP®) professional who is committed to educating Filipinos about the value and importance of having an estate plan in their lives.

  • From Forebears to Heirs: Bequeathing Property in the Philippines

    “…but in this world, nothing can be said to be certain, except death and taxes.”

    – Benjamin Franklin, in a letter to Jean-Baptiste Leroy, 1789

    By Realttorney®

    This article was written for Filipino-Americans and other Filipinos who are dual citizens and have inheritance in the Philippines from deceased relatives. It is also for Filipino-Americans or non-resident Filipinos who own real estate in the Philippines. This is your guide to heirs, wills or no wills, and estate taxes in the Philippines.

    So, let us begin.

    Whether you own one or several real estates, or have an inheritance here in the Philippines, you’ve probably thought about what will happen to the parcel of land, house, or condominium unit when you or your close relative passes away. How can you secure your rights to the inheritance? How can you make sure that your properties in the Philippines end up in the right hands, without creating family conflict and needless litigation?

    In all parts of the world, transferring real estate to the heirs of property owners is not as simple as writing their names on a piece of paper. There’s a legal process, documentary requirements need to be prepared, and yes, estate taxes must be paid before you or your loved ones can truly claim ownership.

    Now let us start to detail everything you need to know about how to pass on property in the Philippines from the registered owner, especially if you’re living abroad. Whether you’re an heir who is a co-owner of properties in the motherland or a property owner planning for the inevitable, this guide will walk you through the process, clearly and confidently.

    🧬 Who Can Inherit Property in the Philippines?

    Let’s learn the basics first: Under Philippine law, real estate can pass to a select few, if the decedent passed away with or without a will.

    ✅ Compulsory Heirs Include: (1) Your legitimate children or descendants; (2) Your parents or ascendants, if you have no children; (3) In some cases, illegitimate children are also entitled; and (4) Your spouse.

    ✳️ These heirs are entitled to a “legitime”, a portion of your estate that the law reserves for them. You cannot freely dispose of this portion if a will has been executed by the testator. However, if you die without a will, your estate will be distributed based on intestate succession rules under the Civil Code. It is up to the property owner to make a last will and testament. But seek competent legal advice for this. And, if you get word that you have an inheritance from a relative in the Philippines, then you have to determine whether your relative passed with or without a will.

    🪪 Step-by-Step: Legal Process for Transferring Property to Heirs

    When a person passes away, the property does not automatically pass to the heirs. Here’s the process that must be followed:

    Step 1: Determine If There’s a Will.

    With a will (testate succession): The will must be probated in court. You need to contact the Executor of the will to determine what is to be bequeathed to you.

    Without a will (intestate succession): The estate will be divided among the legal heirs as per the provisions of the law on intestate succession – the default estate plan of the State in the Philippines.

    📌Note: Even if the will was executed abroad (e.g., in the U.S.), it must still be “probated” in a Philippine court if it involves property in the Philippines. The process involves the filing of a Petition for Recognition of Foreign Judgment in the trial court where the property is situated. The foreign judgment here is the Order of the Probate Court in the United States.

    Step 2: Prepare and Settle the Estate.

    What needs to be prepared? Before collating all the required documents for the processing of the settlement of the estate, whether via will or not, one must first identify all properties, both personal and/or real. Next is to determine the value of each property in the name of the registered owner.

    After this, if the estate is liquid, then paying the debts and liabilities of the deceased person is in order. However, if the estate is illiquid, then the heirs should agree to sell the property to pay for all the debts and liabilities that are outstanding.

    These steps will be hassle-free if all the heirs agree to be civil and amicably discuss anything and everything about settling the estate. However, disputes among the heirs are not uncommon, especially when the value of the estate is enormous, or there is an unresolved family issue from the past.

    When all heirs are in unison, they can execute an Extrajudicial Settlement of Estate to be used as the transferring document at the settlement of the estate before various government agencies in the Philippines. Collate the documents that are needed for submission to the Bureau of Internal Revenue, the Local Government Unit, and the Registry of Deeds.

    💡Tip: Engage an experienced estate attorney in the Philippines to guide you and avoid costly errors or delays.

    Step 3: Pay the Estate Tax.

    📉 Last May 7 and 8, 2025, I had the privilege to lecture regarding the settlement of the estate (entitled, “From Forebears to Heirs”) and taking advantage of the benefits of the estate tax amnesty, which expires on June 14, 2025. Now, if you want to settle the estate of a deceased relative after June 14, 2025, then you need to understand the following points.

    1. The estate tax rate is 6% based on the value of the net estate.
    2. The standard deduction is PhP 5 million for citizens in the Philippines.
    3. The standard deduction for a non-resident not a citizen of the Philippines is PhP 500,000.00.
    4. The deduction on the market value of the decedent’s family home is now PhP 10 million.
    5. The Estate Tax Return (BIR Form 1801) should be filed within 1 year from the date of death. Any filing passed this period will merit penalties, surcharges, and interest on the estate tax due.
    6. The estate tax return showing a gross value exceeding PhP 5 million shall be supported with a statement duly certified by a CPA.
    7. Payment by installment shall be allowed within 2 years from the statutory date of its payment without civil penalty and interest.

    ✅ Kindly note that the share of the decedent in the Family Home is only half of the total allowable amount since he or she is merely a co-owner of the house and lot that is identified as a conjugal or community property. And, finally, if the net value of the estate is under PhP 5 million and you claim the full standard deduction, you may not owe any estate tax.

    Once the net estate has been determined based on the documentary requirements submitted to BIR, the payment of the estate tax is now in order at the Authorized Agent Banks (AABs) or the Revenue Collection Officer at the Revenue District Office (RDO).

    Step 4: Transfer Title to Heirs. Once the estate tax is paid and the documents submitted at the BIR, the Certificate Authorizing Registration (CAR) shall be forthwith issued. Along with the (1) CAR, you need to prepare these documents: (2) the original copy of the transferring document – will or EJS – that was processed by the BIR; (3) original owner’s duplicate copy of the Torrens title; (4) certified electronic copy of the existing land title; (5) certified true copy of the tax declarations; (6) tax clearance; (7) Heir’s Bond and (8) the valid IDs of all the heirs, among others.

    📌 These documents will be submitted to the Registry of Deeds in order to cancel the old land title and eventually issue a new Transfer of Certificate of Title. The registration fee for the transfer of the land title in the name of the new owner is the final expense that will be paid by the heirs.

    ⚠️ Only after this step can the property be legally owned by the heirs in the eyes of the Philippine government. Heirs cannot transfer, sell, or mortgage the property until the estate tax is paid.

    🔑 Options for the Settlement of Estate. There are two primary ways to settle an estate in the Philippines:

    1. Judicial Settlement. This is the option when there is a Last Will and Testament that was executed by the testator before his or her death. But, if there is no will and the Heirs are in conflict with each other, then there is no other option but to go to court to settle the dispute between the heirs.

    Finally, if one or more heirs is a minor and the property belonging to the estate will be sold to a prospective buyer, then the portion of the minor to be sold should be confirmed by the Family Court to make it legal and valid.

    The Court proceeds with the probate and oversees the distribution of the properties owned by the testator and the payment of all outstanding debts and liabilities to the creditors of the testator.

    2. Extrajudicial Settlement (EJS) of Estate. This option is often used when the deceased left no will. It should be noted that the execution of the EJS is not under any provision of the law on succession. It is based on the Law on Contracts.

    The EJS is a document where all the heirs of the deceased agree to adjudicate and partition among themselves the entire estate of the deceased relative. The heirs should be of legal age. But, if some are not of legal age or an incapacitated to sign a contract, then they should be adequately represented by an Attorney-in-Fact or a duly appointed Legal Guardian by a Family Court.

    This document should be notarized and must be published in a newspaper of general circulation once a week for 3 consecutive weeks. An Affidavit of Publication will be given at the end of 3 weeks of publication. Then this Affidavit should be submitted to the Registry of Deeds, as part of the documentary requirement for the transfer of the Torrens title to the names of the Heirs.

    💡 You can also opt to partition the estate via waiver of rights, donation, or sale among heirs simultaneously with the settlement of the estate of the deceased relative.

    📄 Important Documents You Need to Prepare

    Whether you’re in the U.S. or any country in the world, make sure to prepare the following for submission to the BIR:

    1. Death certificate (issued by PSA or foreign equivalent).
    2. Birth certificate (issued by PSA or foreign equivalent).
    3. Marriage certificate (issued by PSA or foreign equivalent).
    4. Deed of Extrajudicial Settlement or probate documents.
    5. Original owner’s duplicate copy of the land title (OCT/TCT/CCT).
    6. Tax Declaration from the local assessor’s office.
    7. Tax Clearance for the current year.
    8. Valid IDs of all heirs.

    The BIR Certificate Authorizing Registration (CAR) is the proof of estate tax payment and any other taxes paid as a result of the settlement of the estate of the deceased.

    🗺 What If the Heirs Are Overseas?

    If heirs are in the U.S. or any other country in the world, here are some tips:

    Sign SPAs abroad and have them authenticated by the Philippine Consulate, or an Apostille Certification has been issued by the foreign ministry of the host country, whichever is applicable.

    Coordinate with an experienced estate lawyer in the Philippines to process probate, tax filing, and title transfer.

    Ensure you have TINs (Tax Identification Numbers) issued by the BIR—required for all heirs, even if abroad.

    Consider setting up a family corporation or trust to manage the property, especially for large estates or multiple heirs. For complex estate planning issues, it is best to consult an estate planning professional in the Philippines. Apart from setting up a family corporation or trust, consider other Estate Planning Tools like life insurance that can help preserve wealth and reduce tax exposure.

    📣 Final Thoughts

    Transferring property to your heirs in the Philippines can be smooth and rewarding, but only if you plan ahead. As a Filipino-American or overseas Filipino, you’re already navigating two legal systems—so don’t leave it to chance.

    Get the documents ready, talk to a licensed estate lawyer, pay the necessary taxes, and, most importantly, make sure your wishes are clear and legally valid.

    That way, when the time comes, your loved ones can focus on remembering you, not struggling through bureaucracy.

    ——-

    Atty. Jojo is a real estate attorney, an estate planning attorney, a licensed real estate broker, and a PRC-accredited Lecturer/ Speaker for Training Programs in Real Estate. He is committed to helping new and veteran real estate service practitioners be well-informed of the latest laws, rules, regulations, and information relevant to the real estate service sector.

  • Guide to Owning Property in the Philippines as a NRF or Dual Citizen

    The law of property determines who owns something, but the market determines how it will be used.”

    – Ronald Coase, British Economist & Noble Laureate

    By Realttorney®
     
    If you’re a Filipino-American, a dual citizen, or a non-resident Filipino (NRF), owning property in the Philippines might feel like coming home – literally and emotionally. But as with anything involving real estate and international ownership, you’ve got to understand the legal and tax rules that come with the territory.
     
    First of all, let’s define: Who is a Non-Resident Filipino or Dual Citizen? Understanding your legal identity is the first crucial step in the process of desiring to buy real estate in the Philippines.
     
    ✅ Dual Citizen
     
    How do you become a dual citizen? Rep. Act No. 9225, known as the “Citizenship Retention and Re-acquisition Act of 2003,” allows natural-born Filipino citizens who have lost their Philippine citizenship because of their naturalization as citizens of a foreign country to be deemed to have re-acquired Philippine citizenship upon taking the oath of allegiance to the Republic specified in the said law.
     
    👉 So, if you are a former natural-born Filipino who has already re-acquired Philippine citizenship, then you retain your U.S. citizenship. As such, in the eyes of the law, you’re now 100% Filipino with all the rights and responsibilities of any other citizen, including ownership of real estate without restrictions.
     
    ✅ Non-Resident Filipino (NRF)
     
    This group includes (1) OFWs; (2) Filipino immigrants who retained Philippine citizenship; and (3) Filipino citizens who live abroad for long periods (but haven’t renounced their citizenship).
     
    👉 The key for this group is that as long as you retain Philippine citizenship, you’re allowed to own land, condominium units, house and lot, and townhouses, etc. – even if you live abroad.
     
    ✅ Former Filipinos
     
    As a side note, former natural-born Filipinos who do not wish to apply for dual citizenship or are not qualified to re-acquire Filipino citizenship according to Rep. Act No. 9225 may still acquire land under the provisions of Batas Pambansa Bilang 185.
     
    Under this law, former natural-born Filipinos can be a transferee of a private land up to one thousand (1,000) square meters, in the case of urban land. But, a former natural-born Filipino may be a transferee of a private land up to an area of one (1) hectare in the case of rural land. The final restriction here is that the private land to be purchased (whether urban or rural land) should be used by the transferee as his residence and not for business purposes.
     
    🏠 What Are Your Property Ownership Rights?
     
    Here’s the good news: if you’re a dual citizen or an NRF, you enjoy full rights to own real estate in the Philippines.
     
    You can legally acquire:
    ✅ Residential lots
    ✅ House-and-lot properties
    ✅ Condominiums
    ✅ Agricultural land
    ✅ Commercial property (with necessary business permits from the LGU)
     
    Just like any Filipino citizen, you can:
     ✅ Buy, sell, or inherit real estate
    ✅ Transfer property to heirs or family
    ✅ Register the title in your name
    ✅ Use the property as rental income, a vacation home, or a retirement residence
     
    📌 Reminder: Foreigners are prohibited from owning land. They may only own condo units or lease land for the long term. Read here if you want to learn more about this topic.
     
    ⚖️ Legal Considerations for Overseas Buyers
     
    Here are some legal factors you must stay on top of as an overseas property owner:
     
    1. Special Power of Attorney (SPA)
     
    Since you’re not physically present in the Philippines, any legal transactions (e.g., signing contracts, submitting documents, paying taxes) will require an SPA authorizing someone in the Philippines to act on your behalf.
     
    ✔️ The SPA must be notarized by the Philippine Consulate in your country.
    ✔️ It should specify exact powers (e.g., to sign, sell, lease, or mortgage property).
    ✔️ Submit this SPA to the Register of Deeds and BIR for proper recognition.
     
    2. Title Registration
     
    Make sure that:
    ✔️ The property is titled under your legal name, and it matches your government ID or Philippine passport.
    ✔️ If the property is inherited or gifted, go through the legal process of estate settlement and register the transfer accordingly.
     
    ⚠️Don’t leave land titles under the names of deceased relatives or informal agreements. This can lead to legal disputes or costly litigation later on.
     
    3. Zoning and Land Use
     
    Some land types (e.g., agricultural, residential, or commercial) have restrictions on what you can build or do with the property.

    ✔️ You may need a conversion certificate if you plan to create a farm tourism business.
    ✔️ Check with the LGU (Local Government Unit) for zoning laws, building permits, and usage rules.
     
    💸 Tax Implications for Dual Citizens and Non-Resident Filipinos
     
    Now, let’s talk about everyone’s favorite topic: taxes. As a property owner in the Philippines, even if you live abroad, you’re still liable for certain taxes.
     
    📌 1. Real Property Tax (RPT)
    ✅Paid annually to the LGU.
    ✅Based on the assessed value of your property.
    ✅Ranges between 1%–2% depending on the classification and assessment level of the property.
     
    💡 Pay before January 31 each year to avoid penalties. Or better yet, you can pay the RPT in advance and get a twenty percent (20%) discount for the incoming full year’s RPT. You can assign this task to a representative in the Philippines.
     
    📌 2. Capital Gains Tax (CGT)
    ✅Applicable when you sell a property, whether you incur an actual gain or not.
    ✅The rate is 6% of the gross selling price or the current schedule of market value (whichever is higher).
    ✅Paid by the seller (but often negotiated).
     
    📍Even if you’re a non-resident, you must file and pay CGT through the Bureau of Internal Revenue (BIR) before title transfer.
     
    📌 3. Documentary Stamp Tax (DST)
    ✅Paid by the buyer at a rate of 1.5%.
    ✅Applies when executing a Deed of Absolute Sale, Donation, or Mortgage Agreement, among other documents.
     
    📌 4. Donor’s Tax
    ✅Applicable when gifting property to another person.
    ✅Taxed at 6% of the current schedule of market value of the donated property.
    ✅Exemptions apply for gifts up to P250,000 in value, annually.
     
    📌 5. Estate Tax
    When the owner passes away, the heirs must pay estate tax before they can legally transfer ownership.
    ✅Rate: 6% of the net estate (after deductions).
    ✅Heirs must file within 1 year from the date of death.
     
    ✔️ Pro Tip: Create an Estate Plan if you own real property here in the Philippines. It will make estate settlement easier for your immediate family later on.
     
    🌐 Do You Need to File Income Taxes in the Philippines?
     
    It depends on whether your property is income-generating.
     
    ✔️ If You Lease or Rent Out Your Property:
    ✅You are considered to be earning income in the Philippines.
    ✅You must register with the BIR and pay:
    ✅Income tax (depending on rental income)
    ✅Value-added tax (VAT) or percentage tax, if applicable
     
    You may hire a Philippine accountant to help you file the necessary returns annually. Failure to register and pay taxes can result in penalties.
     
    ❌ If You Do Not Earn Any Philippine-Sourced Income:
     
    You are not required to file income taxes in the Philippines. But you’re still responsible for property taxes, and you must properly report any sale or transfer of property.
     
    💼 Can You Open a Bank Account or Get a Loan as a Dual Citizen?
     
    Yes. In fact, most banks in the Philippines allow dual citizens and non-resident Filipinos to:
    ✅ Open peso or dollar accounts
    ✅ Apply for housing loans, auto loans, and even investment loans
     
    However, most banks will require:
    ✅ Proof of income (COE or payslips)
    ✅ TIN and government-issued ID
    ✅ Dual citizenship certificate (if applicable)
     
    Some banks have special programs tailored for OFWs and overseas buyers — check out BDO, BPI, Security Bank, or RCBC for their “home loan for foreigners or overseas Filipinos” programs.
     
    ✈️ Key Takeaways
     
    Owning property in the Philippines as a non-resident or dual citizen isn’t just a dream — it’s a well-supported legal right. But to make it stress-free and financially sound, you need to:
     
    ✅ Know your rights under Philippine laws
    ✅ Register everything properly with the Registry of Deeds and BIR
    ✅ Keep up with annual tax obligations
    ✅ Avoid common legal mistakes by hiring licensed professionals
     
    And always — always — leave a clear paper trail for your heirs or representatives, especially if your property is meant to be passed on.
     
    📚 BONUS: Quick Checklist
     
    Here’s your quick reference guide:
     
    ✅ Dual citizenship certificate or proof of Filipino citizenship
    ✅ Valid Philippine Tax Identification Number (TIN)
    ✅ Annual RPT payment receipt
    ✅ SPA (if managing from abroad)
    ✅ Legal ownership documents (TCT/CCT, tax dec, etc.)
    ✅ Draft or notarized Philippine will (if applicable)
    ✅ Hire a PRC-licensed real estate broker and a real estate attorney
    ✅ Consult a CPA, if earning rental income
     
    📞 Need Help with Your Property Taxes or Legal Setup?
     
    If you’re based in the U.S. and need help:
     
    ✅Filing your Philippine taxes
    ✅Drafting a Special Power of Attorney
    ✅Reviewing a Deed of Sale or Title
    ✅Creating an estate plan for your properties – real and personal – in the Philippines
     
    📩 Reach out to a licensed Philippine real estate lawyer or estate planning expert who specializes in overseas Filipino clients.
     
    ——-
     
    Atty. Jojo is a real estate attorney, an estate planning attorney, a licensed real estate broker, and a PRC-accredited Lecturer/ Speaker for Training Programs in Real Estate. He is committed to helping new and veteran real estate service practitioners be well-informed of the latest laws, rules, regulations, and information relevant to the real estate service sector.
     

  • How Can a “Dead” Corporation Sell Its Real Estate in the Philippines?

    “There is something fundamentally wrong in treating the Earth as if it were a business in liquidation.”

    – Herman E. Daly, American Economist

    (Part 1 of 4)

    By Realttorney®

    On April 24, 2025, I attempted to answer this question during the Continuing Professional Development (CPD) seminar sponsored by my mother chapter, REBAP Metro Tagaytay.

    Real estate service practitioners (RESPs) in the Philippines occasionally encounter a peculiar situation: a parcel of land or a piece of property remains registered under the name of a corporation that no longer operates. This scenario prompts a legal and practical question: Can a “dead” corporation still sell its real estate? If so, how?

    For those who missed the CPD Event, this article explores the legal framework and procedures involved in the sale of real estate assets owned by a dissolved corporation, often referred to as a “dead” corporation. Drawing from the Revised Corporation Code of the Philippines (Republic Act No. 11232), relevant SEC regulations, and Supreme Court jurisprudence, we offer a proficient guide for real estate service professionals, lawyers, and estate planners alike.

    The Rise and Fall of Family Corporations. During the late 1970s up to the 1990s, it was common for Filipino families to form corporations as vehicles for managing their businesses and real estate assets. This strategy offered benefits such as:

    • Easier access to capital through institutional financing
    • Trust and control within the family structure
    • Efficient estate planning and intergenerational wealth transfer

    However, many of these corporations eventually became inactive or failed to comply with the annual regulatory filings, such as audited financial statements (AFS) and general information sheets (GIS). As a result, they were either administratively dissolved by the Securities and Exchange Commission (SEC) or voluntarily terminated by their shareholders.

    The assets of these dissolved corporations – including real estate – remain under their name on record, leading to legal complexities when a sale is contemplated.

    What Does It Mean for a Corporation to “Die”? Under Philippine law, the “death” of a corporation refers to the termination of its juridical existence. This may occur in several ways:

    1. Non-organization or non-operation. If a corporation fails to formally organize or start its business within two (2) years under Batas Pambansa Blg. 68 [now five (5) years under R.A. No. 11232], it is deemed dissolved.
    • Inoperative status. If a corporation becomes continuously inactive for five (5) consecutive years, it may be placed under delinquent status, and if it fails to comply with SEC requirements within the next six (6) months, the SEC may revoke its certificate of incorporation.
    • Non-filing of reports. Failure to file financial statements or GIS for three instances within five years also results in delinquency and possible revocation under SEC Memorandum Circular No. 19, Series of 2023.

    Once a corporation’s certificate of incorporation is revoked, it can no longer conduct business as a juridical entity, except for one purpose: liquidation.

    Understanding Dissolution vs. Liquidation. To appreciate how a “dead” corporation may still sell its real estate, we must distinguish between two key concepts.

    First, DISSOLUTION. Dissolution is the legal termination of the corporation’s existence. It is the formal end of its corporate life and may be: (1) voluntary, initiated by the shareholders or board of directors; or (2) involuntary, imposed by the SEC for violations such as inoperation or failure to file reports.

    It should be noted that once dissolved, a corporation ceases to exist for regular business purposes.

    Second, LIQUIDATION. Liquidation is the process that follows dissolution. It involves: (1) settling debts and liabilities; (2) collecting receivables; (3) disposing of corporate properties; and (4) distributing remaining assets to shareholders.

    The Revised Corporation Code (Section 139) provides that a corporation remains a body corporate for three years from the effective date of dissolution, but only for liquidation purposes. It cannot resume business operations, but it may still convey or sell property as part of winding up its affairs.

    The Three-Year Winding-Up Rule

    According to Section 139 of the Revised Corporation Code, “Every corporation whose corporate existence is terminated in any manner shall nevertheless remain as a body corporate for three (3) years… to settle and close its affairs, dispose of and convey its property, and distribute its assets…”

    This provision ensures that the corporation’s residual obligations can be fulfilled and that its assets are not stranded. It allows the appointment of liquidators or trustees to manage the sale of properties, including real estate.

    However, once the three-year winding-up period expires, the corporation no longer retains any capacity to act – unless its remaining assets were previously transferred to trustees.

    Why Is This Relevant to Real Estate Brokers and Other Professionals? In the real estate service practice, professionals often encounter situations where:

    • A parcel of land is titled under a long-dissolved corporation.
    • There is no designated liquidator or board resolution authorizing the sale.
    • The three-year liquidation window has already lapsed.

    Understanding how to legally facilitate the sale of such properties is not only crucial for compliance but also for protecting buyer interests and the integrity of licensed real estate brokers.

    In the next part of this series, we will explore the step-by-step procedure for selling real estate owned by a dissolved corporation, depending on whether the transaction occurs within or after the three-year liquidation period.

    Stay tuned for Part 2: “Step-by-Step Guide to Selling Real Estate Registered in the Name of a Dissolved Corporation.”

    ——-

    Atty. Jojo is a real estate attorney, an estate planning attorney, a licensed real estate broker, and a PRC-accredited Lecturer/ Speaker for Training Programs in Real Estate. He is committed to helping new and veteran real estate service practitioners be well-informed of the latest laws, rules, regulations, and information relevant to the real estate service sector.