100% Foreign Ownership in the Philippines: Which Industries Allow a Wholly Foreign-Owned Company?

100% Foreign Ownership in the Philippines: Allowed by Default, Restricted by Exception

Many people assume Philippine companies must always have majority Filipino shareholders. The reality is the opposite: the default rule allows 100% foreign ownership, and only activities listed in the Foreign Investment Negative List (FINL) carry equity caps. So the right question isn't "which industries allow foreign ownership" but rather "which industries are restricted" — if your activity isn't on the Negative List, you can generally set up a wholly foreign-owned company.

The Philippines has liberalized further in recent years. The 2022 amendments to the Public Service Act and the Retail Trade Liberalization Act opened up telecommunications, parts of retail, railways, airports, express delivery and domestic shipping to greater foreign equity. Export-oriented enterprises (exporting ≥60% of output) can almost always be 100% foreign-owned. For the full formation process, see our complete guide to registering a company in the Philippines.

What the Foreign Investment Negative List (List A and List B) Covers

The FINL is updated periodically and splits restricted activities into two categories:

• List A (constitutional and statutory limits): caps set by the Constitution or specific laws — for example mass media, certain licensed professions, small-scale mining, private land ownership and public utilities that remain reserved. Caps vary by activity, ranging from 0% up to 40%.
• List B (security, defense, health, morals and SME protection): activities restricted for national security, public health or morals, or to protect local small and medium enterprises — such as firearms and explosives, certain gaming, and small domestic-market businesses below a defined capital threshold.

Key point: the Negative List is revised over time, so the current version and the relevant agency's classification always govern. Industry classification often falls into grey areas (one business may touch several categories), which is exactly where professional judgment matters.

The 60/40 Rule: When Foreign Equity Is Capped at 40%

When your business falls into a nationalized or restricted activity, the well-known 60/40 rule applies: Filipinos must hold ≥60% and foreign equity is capped at 40%. This typically covers private land ownership, certain natural-resource development, and any industry the Negative List expressly caps at 40%.

Importantly, 60/40 isn't only about the surface shareholding ratio — regulators also look at actual control and beneficial ownership. Using Filipino nominees to reach 60% on paper while foreigners really run the company is illegal and violates the Anti-Dummy Law, with serious consequences. The compliant approach is real equity, capital and governance — not paper nominees. See the Anti-Dummy Law and nominee shareholder risks. If your industry is genuinely restricted, our market-entry consulting can help you evaluate joint ventures, franchising or an export-enterprise pivot.

Paid-In Capital Thresholds: US$200,000 and the Export-Enterprise Exemption

Whether you can own 100% is one question; how much capital you must inject is another. A domestic-market wholly foreign-owned company generally requires paid-in capital of US$200,000. This threshold can be reduced in two cases:

• If the company employs at least 50 direct Filipino employees or uses advanced technology recognized by the authorities, paid-in capital may drop to US$100,000.
• Export-oriented enterprises (exporting ≥60% of goods or services) are exempt from this threshold and can be capitalized at the general minimum, often just a few thousand pesos.

This is why many foreign investors structure their operations as export or BPO enterprises — they get both 100% ownership and a far lower capital bar. Exact figures and eligibility are subject to SEC and other agency rules. Our company setup service will size the leanest compliant capital structure for your specific business model.

The Compliant Path: Check the Negative List First, Then Build the Structure

Getting the sequence right saves a lot of rework and legal exposure. We recommend four steps:

• Step 1 · Check the FINL: confirm whether your core (and ancillary) activities sit in List A/B, and determine whether 100% ownership is possible or the maximum foreign equity allowed.
• Step 2 · Choose the structure: based on ownership eligibility and export status, decide between a wholly foreign-owned company, a joint venture, or a branch/representative office.
• Step 3 · Size the capital: apply the US$200,000 / US$100,000 / general-minimum threshold depending on domestic vs export orientation.
• Step 4 · SEC registration and ongoing compliance: complete incorporation, tax registration, local permits, and keep meeting foreign-equity reporting requirements.

Remember: never use Filipino nominees to sidestep a restriction — that violates the Anti-Dummy Law. The correct path is always "determine whether the industry allows sole ownership first, then legally build the equity and capital."

Next Step: Confirm Whether Your Industry Allows Sole Foreign Ownership

100% foreign ownership is more common in the Philippines than most people assume, but the answer for any given industry depends on the Negative List's precise classification and the specifics of your business. Rather than guessing at the statutes yourself, let a team familiar with SEC and DTI practice run an industry-and-structure assessment first.

Yixing is a Makati-based firm focused on helping Chinese and foreign companies establish a compliant presence in the Philippines. If you want to know whether your industry allows a wholly foreign-owned company, which structure to use, and how much capital you need, reach out for a free initial assessment — we'll give clear guidance based on current regulations and your actual situation. Final arrangements remain subject to SEC, DTI and other authorities' rules and case-specific professional advice.