July 11, 2022

IMPLEMENTING RULES AND REGULATIONS OF REPUBLIC ACT NO. 11647 OR AN

ACT PROMOTING FOREIGN INVESTMENTS, AMENDING THEREBY REPUBLIC ACT
NO. 7042, OTHERWISE KNOWN AS THE "FOREIGN INVESTMENTS ACT OF 1991," AS
AMENDED, AND FOR OTHER PURPOSES

RULE I
Definitions
SECTION 1. Definition of Terms. — For purposes of these Rules and
Regulations:
a. Act shall refer to Republic Act No. 7042 entitled "An Act to Promote
Foreign Investments, Prescribe the Procedures for Registering Enterprises
Doing Business in the Philippines, and for Other Purposes," also known as
the Foreign Investments Act of 1991, as amended.
b. Administrative agency refers to any regulatory agency expressly vested
with jurisdiction to regulate, administer or adjudicate matters affecting
substantial rights and interest of private persons, the principal powers of
which are exercised by a collective body, such as a commission, board or
council as defined in the Administrative Code of 1987.
c. Advanced technology are high technologies or emerging technologies,
based on modern scientific knowledge of biological and physical sciences,
and require advanced knowledge of solid-state physics, chemistry,
materials science and engineering, and information technology. Advanced
technology shall also include a higher degree or form of technology than
what is domestically available and needed for the development of certain
industries.
d. BOI shall refer to the Board of Investments.
e. Central Business Portal (CBP) shall refer to a centralized online system
to receive applications and capture application data involving business-
related transactions, including primary and secondary licenses, and
business clearances, permits, certifications or authorizations issued by the
local government units (LGUs); Provided that the CBP may also provide
links to the online registration or application systems established by
national government agencies (NGAs). The Department of Information and
Communications Technology (DICT) is primarily responsible in
establishing, operating, maintaining CBP or other similar technology it may
prescribe.
f. Cyber infrastructure refers to any asset or system, whether physical or
virtual which is related to the industry, including computing systems, data
storage systems, advanced instruments and data repositories, visualization
environments all linked by high speed networks, that is essential to the
maintenance of vital societal functions or to thedelivery of essential public
services such that the incapacity or destruction of such systems and
assets would have a debilitating impact on national defense and security,
national economy, public health or safety; provided further, that passive
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 telecommunications tower infrastructure and components such as, but not
limited to, poles, fiber ducts, dark fiber cables, and passive
telecommunications tower infrastructure, as defined by the DICT, and
value-added services, as defined in Section 3 (H) of Republic Act (R.A.)
No. 7925, as amended, shall be excluded.
g. Dangerous drug as defined under Section 3 (J) of R.A. No. 9165 or the
Comprehensive Dangerous Drugs Act of 2002, including subsequent
issuances of the Dangerous Drugs Board (DDB).
h. Direct employees shall mean personnel hired and engaged under the
control and supervision of the applicant investor or employer in the
production of goods or performance of services.
i. DOF shall refer to the Department of Finance.
j. Doing business shall include soliciting orders, service contracts, opening
offices, whether liaison offices or branches; appointing representatives or
distributors, operating under full control of the foreign corporation,
domiciled in the Philippines or who in any calendar year stay in the country
for a period or periods totaling one hundred eighty (180) days or more;
participating in the management, supervision or control of any domestic
business, firm, entity or corporation in the Philippines; and any other act or
acts that imply a continuity of commercial dealings or arrangements, and
contemplate to that extent the performance of acts or works, or the
exercise of some of the functions normally incident to and in progressive
prosecution of commercial gain or of the purpose and object of the
business organization. The following acts shall not be deemed "doing
business" in the Philippines:
i. Mere investment as a shareholder by a foreign entity in domestic
corporations duly registered to do business, or the exercise of rights
as such investor;
ii. Having a nominee director or officer to represent its interests in such
corporation;
iii. Appointing a representative or distributor domiciled in the
Philippines which transacts business in the representative's or
distributor's own name and account;
iv. The publication of a general advertisement through any print or
broadcast media;
v. Maintaining a stock of goods in the Philippines solely for the purpose
of having the same processed by another entity in the Philippines;
vi. Consignment by a foreign entity of equipment with a local company
to be used in the processing of products for export;
vii. Collecting information in the Philippines; and
viii. Performing services auxiliary to an existing isolated contract of
sale which are not on a continuing basis, such as installing in the
Philippines machinery it has manufactured or exported to the
Philippines, servicing the same, training domestic workers to operate
it, and similar incidental services.
k. Domestic market enterprise shall mean an enterprise, which produces
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 goods for sale, or renders services to the domestic market entirely or not
exporting sixty (60) percent or more of its output.
l. DTI shall refer to the Department of Trade and Industry.
m. Exports shall mean the volume or the Philippine port F.O.B. peso value,
determined from invoices, bills of lading, inward letters of credit, loading
certificates, and other commercial documents, of products exported directly
by an export enterprise or the value of services including tourism sold by
service-oriented enterprises to non-resident foreigners or the net selling
price of export products sold by an export enterprise to another export
enterprise that subsequently exports the same; Provided, That sales of
export products to another export enterprise shall only be deemed exports
when actually exported by the latter, as evidenced by loading certificates
or similar commercial documents; and Provided, finally, that without actual
exportation, the following shall be considered constructively exported for
purposes of the Act: (1) sales of products to bonded manufacturing
warehouses of export enterprises; (2) sales of products to export
processing zone enterprises; (3) sales of products to export enterprises
operating bonded trading warehouses supplying raw materials used in the
manufacture of export products; and (4) sales of products to foreign
military bases, diplomatic missions and other agencies or instrumentalities
granted tax immunities of locally manufactured, assembled or repacked
products whether paid for in foreign currency or pesos funded from
inwardly remitted foreign currency.
Sales of locally manufactured or assembled goods for household and
personal use to Filipinos abroad and other non-residents of the Philippines
as well as returning overseas Filipinos under the Internal Export Program
of the Government and paid for in convertible foreign currency inwardly
remitted through the Philippine banking system shall also be considered
exports.
n. Export enterprise shall mean an enterprise wherein a manufacturer,
processor or service (including tourism) enterprise exports sixty percent
(60%) or more of its output, or wherein a trader purchases products
domestically and exports sixty percent (60%) or more of such purchases.
o. Export ratio shall refer to:
i. The percentage share of the volume or peso value of goods exported
to the total volume or value of goods sold in any taxable year if the
export enterprise is engaged in manufacturing or processing;
ii. The percentage share of the peso value of services sold to
foreigners to total earnings or receipts from the sale of its services
from all sources in any taxable year if the export enterprise is
service-oriented. Value of services sold shall refer to the peso value
of all services rendered by an export enterprise to foreigners that are
paid for in foreign currency or pesos funded from inwardly remitted
foreign currency as properly documented by the export enterprise;
or
iii. The percentage share of the volume or peso value of goods
exported to the total volume or value of goods purchased
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 domestically in any taxable year if the export enterprise is engaged
in merchandise trading.
p. FIPMP shall refer to the Foreign Investment Promotion and Marketing Plan
referred to in Rule IV of these Rules and Regulations.
q. Foreign corporation shall mean one which is formed, organized, or
existing under laws other than those of the Philippines in accordance with
the R.A. No. 11232 or the Revised Corporation Code.
Branch office of a foreign company carries out the business activities of the
head office and derives income from the host country.
Representative or liaison office deals directly with the clients of the parent
company but does not derive income from the host country and is fully
subsidized by its head office. It undertakes activities such as but not limited
to information dissemination and promotion of the company's products as
well as quality control of products.
r. Foreign investment shall mean an equity investment made by a non-
Philippine national in the form of foreign exchange (FX) or the monetary
equivalent in Philippine peso of other assets actually transferred to the
Philippines and duly registered with the Bangko Sentral ng Pilipinas (BSP);
Provided; however, that for purposes of determining foreign ownership,
peso investments made by non-Philippine nationals shall be considered;
for purposes of monitoring foreign investments, the following shall be
observed:
i. For purposes of Section 8 of the Act, and Section 36, Rule X of these
Rules and Regulations, existing foreign investment shall mean an
equity investment made by a non-Philippine national and duly
registered with the SEC or the DTI in the form of foreign exchange
or other assets transferred to the Philippines.
ii. Foreign direct investments (FDIs) flows monitored and recorded by
the BSP; and
iii. Actual foreign investments monitored and recorded by investment
promotion agencies (IPAs).
s. Foreign government-controlled entity, or state-owned enterprises
shall refer to an entity in which a foreign state:
i. Directly or indirectly owns more than fifty percent (50%) of the capital
taking into account both the voting rights and beneficial ownership;
ii. Controls through ownership interests, the exercise of more than fifty
percent (50%) of the voting rights;
iii. Holds the power to appoint a majority of members of the board of
directors or any other equivalent management body; or
iv. Has the ability to interfere in the management, operation,
administration, or control of an enterprise.
In case of a subsidiary enterprise, the aforementioned criteria shall apply.
Additional documents may be requested, including the mode of acquisition
of the holding or parent enterprise.

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 t. Foreign Investment Negative List (FINL) or Negative List shall mean a
list of areas of economic activity whose foreign ownership is limited to a
maximum of forty percent (40%) of the equity capital of the enterprises
engaged therein.
u. Former natural-born Filipinos shall mean those who have lost Philippine
citizenship but were previously citizens of the Philippines falling in either of
the following categories: (1) from birth without having to perform any act to
acquire or perfect their Philippine citizenship; or (2) by having elected
Philippine citizenship upon reaching the age of majority, if born before
January 17, 1973, of Filipino mothers.
v. Geographical areas critical to national security shall refer to a
geographical space or jurisdiction which alienation, privatization, or foreign
control or presence, could potentially erode the country's geostrategic
advantage and increase its vulnerability to foreign intrusion therefore,
undermines national security.
w. Independent pension fund refers to an enterprise that is owned, or
controlled through ownership interests, by a foreign state that:
i. Is engaged exclusively in the following activities:
1. Administering or providing a plan for pension, retirement,
social security, disability, death or employee benefits, or
any combination thereof solely for the benefit of natural
persons who are contributors to such a plan and their
beneficiaries; or
2. Investing the assets of these plans.
ii. Has a fiduciary duty to the natural persons referred to in
subparagraph (i) (1); and
iii. Is free from investment direction from the government of the foreign
state;
Provided, that investment direction (1) does not include general
guidance with respect to risk management and asset allocation that
is not inconsistent with usual investment practices; and (2) is not
demonstrated, alone, by the presence of government officials on the
enterprise's board of directors or investment panel.
x. IIPCC shall refer to the Inter-Agency Investment Promotion Coordination
Committee.
y. Individual practice of profession shall mean an activity or undertaking
rendered and performed by a registered and duly licensed professional or
holder of a special temporary permit as defined in the scope of practice of
a professional regulatory law and fall under the jurisdiction of the various
Professional Regulatory Boards (PRBs).
z. Investment shall mean the paid in equity participation in any enterprise
organized or existing under the laws of the Philippines and duly recorded
in the enterprise's stock and transfer book, or any equivalent registry of
ownership; It includes both original and additional investment, whether
made directly as in stock subscription, or indirectly through the transfer of
equity from one investor to another as in stock purchase. Ownership of
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 bonds (including income bonds), debentures, notes or other evidence of
indebtedness does not qualify as investment.
The purchase of stock options or stock warrants is not an investment until
the holder thereof exercises his option and actually acquires stock from the
corporation.
aa. Investment promotion agencies (IPAs) shall refer to government
entities created by law, executive order, decree or other issuance in
charge of promoting investments, granting and administering tax and non-
tax incentives, and overseeing the operations of the different economic
zones and freeports in accordance with their respective special laws.
These include the Board of Investments (BOI), Regional Bangsamoro
Board of Investments-Bangsamoro Autonomous Region in Muslim
Mindanao (RBOI-BARMM), Philippine Economic Zone Authority (PEZA),
Bases Conversion and Development Authority (BCDA), Subic Bay
Metropolitan Authority (SBMA), Clark Development Corporation (CDC),
John Hay Management Corporation (JHMC), Poro Point Management
Corporation (PPMC), Cagayan Economic Zone Authority (CEZA),
Zamboanga City Special Economic Zone Authority (ZCSEZA), PHIVIDEC
Industrial Authority (PIA), Aurora Pacific Economic Zone and Freeport
Authority (APECO), Authority of the Freeport Area of Bataan (AFAB),
Tourism Infrastructure and Enterprise Zone Authority (TIEZA) and all other
similar authorities currently existing or that may be created by law unless
otherwise specifically exempted from the coverage of the Act.
bb. Joint venture shall mean two or more entities, whether natural or
juridical, one of which must be a Philippine national, combining their
property, money, efforts, skills or knowledge to carry out a single business
enterprise for profit, which is duly registered with the SEC as a corporation
or partnership.
cc. MULTINATIONAL BANKS , for the purposes of these Rules and
Regulations, shall refer to supranational institutions set up by sovereign
states, which are shareholders. These institutions generally have the
common task of fostering economic and social progress in developing
countries by financing projects, supporting investment and generating
capital for the benefit of all global citizens.
dd. National security shall refer to the requirements and conditions
necessary to ensure the territorial integrity of the country and the safety,
security and well-being of Filipino citizens.
ee. NEDA shall refer to the Secretariat of the National Economic and
Development Authority, which is the body constituted as such under
Executive Order No. 230 and which serves as the research and technical
support arm and the Secretariat of the NEDA Board.
ff. NEDA Board shall refer to the body constituted as such under Executive
Order No. 230 entitled "Reorganizing the National Economic and
Development Authority" and in which reside the powers and functions of
the Authority.
gg. Output shall refer to the enterprise's total sales in a taxable year. The
term sales shall refer to value in case of heterogeneous products and
volume in case of homogeneous products.
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 Heterogeneous products shall refer to products of different kinds and
characteristics as well as to those of the same kind but with various
categories using different units of measurement.
Homogeneous products shall refer to products of the same kind or
category using a common unit of measurement.
hh. Paid-in equity capital shall mean the total investment in a business that
has been paid-in in a corporation or partnership or invested in a sole
proprietor, which may be in cash or in property. It shall also refer to inward
remittance or assigned capital in the case of foreign corporations.
ii. Philippine national shall mean a citizen of the Philippines or a domestic
partnership or association wholly owned by citizens of the Philippines; or a
corporation organized under the laws of the Philippines of which at least
sixty percent (60%) of the capital stock outstanding and entitled to vote is
owned and held by citizens of the Philippines; or a corporation organized
abroad and registered as doing business in the Philippines under the
Revised Corporation Code of which 100% of the capital stock outstanding
and entitled to vote is wholly owned by Filipinos; or a trustee of funds for
pension or other employee retirement or separation benefits, where the
trustee is a Philippine national and at least sixty percent (60%) of the fund
will accrue to the benefits of Philippine nationals; Provided, That where a
corporation and its non-Filipino stockholders own stocks in a Securities
and Exchange Commission (SEC) registered enterprise, at least sixty
percent (60%) of the capital stock outstanding and entitled to vote of each
of both corporations must be owned and held by citizens of the Philippines
and at least sixty percent (60%) of the members of the Board of Directors
of each of both corporations must be citizens of the Philippines, in order
that the corporation shall be considered a Philippine national. The control
test shall be applied for this purpose.
Compliance with the required Filipino ownership of a corporation shall be
determined on the basis of outstanding capital stock whether fully paid or
not, but only such stocks which are generally entitled to vote are
considered.
For stocks to be deemed owned and held by Philippine citizens or
Philippine nationals, mere legal title is not enough to meet the required
Filipino equity. Full beneficial ownership of the stocks, coupled with
appropriate voting rights is essential. Thus, stocks, the voting rights of
which have been assigned or transferred to aliens cannot be considered
held by Philippine citizens or Philippine nationals.
Individuals or juridical entities not meeting the aforementioned
qualifications are considered as non-Philippine nationals.
jj. Pipeline transportation shall mean the sector which includes transport of
goods or materials through a pipeline such as crude, refined petroleum,
natural gas, biofuels, and other chemically stable substance. It also
includes all activities related to pipeline transportation such as, but not
limited to ownership, operations, supply, and services.
kk. Relevant department refers to an executive department created by law
as defined in the Administrative Code of 1987.
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 ll. SEC shall refer to the Securities and Exchange Commission.
mm. Sovereign wealth fund refers to a juridical entity owned, or controlled
through ownership interests, by a foreign state that:
i. Serves solely as a special purpose investment fund or arrangement
for asset management, investment, and related activities, using
financial assets of a foreign state; and
ii. Is a member of the international forum of sovereign wealth funds.
nn. Start of commercial operations shall mean the date when a particular
enterprise actually begins production of the product for commercial
purposes or commercial harvest in the case of agricultural activities. In the
case of service oriented activities, the date when the enterprise begins
catering or servicing its clients on a commercial basis. In the case of
export traders and service exporters, the date when the initial export
shipment in commercial quantity has been made or initial performance of
service as borne out by the appropriate supporting documents.
oo. Startup shall mean any person, natural or juridical, registered in the
Philippines which aims to develop an innovative product, process, or
business model.
pp. Startup enabler shall mean any person registered under the Philippine
startup development program that provides goods, services, or capital
identified to be critical in supporting the operation and growth of startups
by the DTI in consultation with Department of Science and Technology
(DOST), DICT, and pertinent government and non-government
organizations (NGOs).
Startup enablers shall include startup accelerators, incubators, co-working
spaces, investors, funders, event or meetup organizers catered to startups,
and other support organizations.
qq. Strategic industries refer to foreign investments on military-related
industries, cyber infrastructure, pipeline transportation, or such other
activities which may threaten territorial integrity and the safety, security,
and well-being of Filipino citizens, particularly when: (1) made by a foreign
government-controlled entity or state-owned enterprises except
independent pension funds, sovereign wealth funds and multinational
banks; or (2) located in geographical areas critical to national security.
rr. Substantial partner shall mean an individual or a firm who owns enough
shares to be entitled to at least one (1) seat on the Board of Directors of a
corporation, or in the case of a partnership, any partner.
ss. Transferee of private land shall mean a person to whom the ownership
rights of private land is transferred through either voluntary or involuntary
sale, devise or donation. Involuntary sales shall include sales on tax
delinquency, foreclosures and executions of judgment.
RULE II
Inter-Agency Investment Promotion Coordination Committee (IIPCC)
SECTION 2. Inter-Agency Investment Promotion Committee (IIPCC) . — The
Inter-Agency Investment Promotion Coordination Committee (IIPCC) shall be the body
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 that will integrate all promotion and facilitation efforts to encourage foreign investments
in the country.
The Chairperson, through the Secretariat, shall convene the IIPCC after the
issuance of these Rules and Regulations.
SECTION 3. Composition. — The IIPCC shall be composed of the following:
a. Secretary of the Department of Trade and Industry (DTI) as Chairperson;
b. Secretary or Undersecretary of the Department of Finance (DOF) as Vice-
chairperson;
c. Board of Investments (BOI) Managing Head;
d. Director-General of the DTI-Philippine Economic Zone Authority (PEZA);
e. Undersecretary of the Department of Foreign Affairs for Multicultural Affairs
and International Economic Relations (DFA-OUMAIER);
f. Secretary of Socioeconomic Planning of the National Economic and
Development Authority (NEDA);
g. Secretary of the Department of Information and Communications
Technology (DICT);
h. Chairperson of the Commission on Higher Education (CHED);
i. Director-General of the Technical Education and Skills Development
Authority (TESDA);
j. Four (4) private sector representatives composed of one (1) representative
each from the National Capital Region, Luzon, Visayas, and Mindanao.
The principal members of the IIPCC may designate primary and secondary
alternate representatives who shall be the official next-in-rank to the principals and
whose acts shall be considered the acts of their principals in case they are unavailable.
SECTION 4. Selection and Term of the Private Sector Representatives . —
The government representatives of the IIPCC shall prepare a list of nominees for the
four (4) private sector representatives of the IIPCC. The representatives from the
private sector shall be of known competence, probity, integrity and expertise in any of
the fields of investment, advertising, banking, finance management and law, with at
least ten (10) years of outstanding management or leadership experience, and shall be
recommended by nationally recognized leading industry or business chambers or the
largest private sector organization based on its geography, sector, and membership.
The list of nominees shall be endorsed to the President by the IIPCC. Once the
President approves and issues the respective appointments of the private sector
representatives, they will take their oath and commence their duties as members of the
IIPCC.
The private sector representatives of the IIPCC shall serve for a period of three
(3) years, subject to reappointment for another three (3) years. When a vacancy arises
due to the resignation, death, or incapacity of a member, a replacement who shall serve
for the remainder of the member's term of office shall be appointed by the President
based on a list prepared by the government representatives of the IIPCC.
The IIPCC shall, in compliance with the requirements of the Act, establish a
process of preparing a list of private sector nominees. The government representatives
should ensure the IIPCC's performance of its mandate ever pending the appointment of
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 private sector representatives.
The IIPCC private sector representative nominees shall undergo the appropriate
security clearance and background checks as a condition for serving in the IIPCC.
SECTION 5. Meetings and Quorum. — The IIPCC shall meet at least semi-
annually. Special meetings may be convened as needed on such a day and time as
determined by the Chairperson.
To constitute a quorum, a majority or at least seven (7) of the IIPCC members
must be present, of which at least two-thirds (2/3) of the members present must be
government representatives and either the Chairperson or the Vice-chairperson must
be present. All resolutions shall be signed by two-thirds (2/3) of the IIPCC members
and either the Chairperson or the Vice-chairperson.
Wherever necessary or when the subject matter of a meeting relates to the
mandate, function, jurisdiction or area of concern of a relevant agency or sector, the
IIPCC Chairperson may invite representatives of such agency or sector as resource
persons and in a non-voting capacity.
The IIPCC shall adopt rules and procedures for the conduct of the meetings.
SECTION 6. Full Disclosure Rule. — In addition to the requirements of the
R.A. No. 6713, otherwise known as the Code of Conduct and Ethical Standards for
Public Officials and Employees, any member of the IIPCC with personal and pecuniary
interests in any matter in the agenda of the meeting shall disclose the interest to the
IIPCC and shall withdraw from the meeting when the matter is taken up.
SECTION 7A. Powers and Functions of the Chairperson . — The Chairperson
of the IIPCC shall have the following powers and functions:
a. Provide leadership and ensure the effective functioning of the IIPCC;
b. Call meetings, approve and set agenda, and preside over IIPCC meetings
where all IIPCC members are enabled and encouraged to actively
participate in all discussions and resolutions on matters taken up by the
IIPCC;
c. Shall oversee the quality, quantity, and timeliness of the outputs and
deliverables of the IIPCC;
d. Assist in ensuring compliance with guidelines on good governance;
e. Ensure that the IIPCC makes an informed decision through a sound
process that incorporates relevant facts and data;
f. From time to time, as a particular foreign investment may require, request
the participation of other government departments and agencies or
instrumentalities, local government units (LGUs), non-governmental
organizations (NGOs) and local business chambers and enterprises;
g. Sign resolutions to be issued and agreed by majority of the IIPCC
members; and
h. Exercise such other powers and duties as may be vested by the IIPCC
pursuant to its functions and mandate.
SECTION 7B. Responsibilities of the Secretariat. — The Secretariat shall be
headed by the Executive Director for Investments Promotion. The BOI, as Secretariat of
the IIPCC, shall perform the following responsibilities:
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 a. Provide administrative support to the IIPCC and the IIPCC Technical
Committee;
b. Consolidate the inputs to the budget, work plans, and reports of the IIPCC,
as directed by the IIPCC or the IIPCC Technical Committee, and present
recommendations to the IIPCC and the IIPCC Technical Committee;
c. Issue notice of meetings, organize the proper conduct and documentation
of meetings, facilitate efficient records keeping and archiving, and perform
the necessary administrative functions in pursuing the mandate of the
IIPCC;
d. Monitor policies and resolutions approved by the IIPCC;
e. Exercise such other powers and duties as may be vested by the IIPCC
pursuant to its functions and mandate; and
f. Report directly to the IIPCC Chairperson and the IIPCC Technical
Committee Chairperson.
RULE III
Powers and Functions of the IIPCC
SECTION 8. Powers and Functions . — The IIPCC shall have the following
powers and functions:
a. Establish both a medium- and long-term Foreign Investment Promotion
and Marketing Plan (FIPMP), coordinating all existing investment
development plans and programs under the BOI, PEZA, and various IPAs,
investment promotion units of LGUs, and other agencies such that there is
a single investment promotion framework and strategy for the Philippines;
b. Design a comprehensive marketing strategy and campaign, promoting the
country as a desirable investment area in accordance with the FIPMP;
c. Coordinate and, when necessary, partner with and assist the IPAs and all
other similar existing authorities or that may be created by law, in
promoting foreign investments to the country;
d. Support inbound and outbound foreign direct investment or trade missions
for international markets to promote the country as a premier investment
location;
e. Encourage and support research and development in the priority
investment areas indicated in the FIPMP;
f. Create a technical committee that will lead the conduct of strategic industry
review;
g. Monitor actual performance against measurable and time-bound targets in
the FIPMP, including job generation, revenue generated, realized
investments, and other related performance indicators;
h. Submit annual evaluation and reports to the President of the Philippines
and the Congress regarding the activities of the IIPCC;
i. Establish and regularly update an online database including a directory of
ready local partners from priority sectors under the FIPMP, as a tool for
promoting investments and business matching in local supply chains; and
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 j. Support local government efforts to promote foreign direct investments,
facilitate the processing of the national requirements to expedite
compliance by the foreign investor in highly desirable projects, and
address other safeguards and services requested by foreign investors in
their different localities involved with said foreign investments.
SECTION 9A. IIPCC Technical Committee. — The IIPCC Technical
Committee shall be headed by the DOF as Chairperson and the National Security
Council (NSC) as Co-chairperson, NEDA, and DTI as permanent members. It will have
the following functions:
a. Undertake a risk-assessment study to identify and recommend the list of:
i. Strategic industries, including other activities which may threaten
territorial integrity and the safety, security and well-being of Filipino
citizens; and
ii. Geographical areas critical to national security.
The IIPCC shall recommend the list to the President for approval. The
recommendations, if approved by the President, will form part of the initial
list of strategic industries and geographical areas critical to national
security as provided under Section 16 of the Act and Rule XXII of these
Rules and Regulations. Provided that, the initial list of strategic industries
and geographical areas critical to national security can be amended at any
time, as necessary, subject to the approval of the President. This shall be
without prejudice to the powers of other national government agencies to
make recommendations to the President or to the IIPCC on the
composition of the list of strategic industries.
b. Upon the order of the IIPCC, undertake an initial risk assessment of
foreign investment transactions satisfying the conditions stated in Section
69, Rule XXII of these Rules and Regulations;
c. Upon order of the IIPCC, conduct the comprehensive national security
review of foreign investments; and
d. Submit findings or recommendations stated in b and c of this rule to the
IIPCC.
SECTION 9B. Powers and Functions of the Chairperson of the IIPCC
Technical Committee. — The Chairperson of the IIPCC Technical Committee shall
have the following powers and functions:
a. Provide leadership and ensure the effective functioning of the IIPCC
Technical Committee;
b. Call meetings, approve and set agenda, and preside over IIPCC Technical
Committee meetings;
c. Ensure that the IIPCC Technical Committee makes informed decisions
through a sound process that incorporates relevant facts and data; and
d. From time to time, as a particular foreign investment may require, request
the participation of other government departments and agencies or
instrumentalities, LGUs, NGOs, and local business chambers and
enterprises to the IIPCC Technical Committee discussions.

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 SECTION 10. IIPCC Coordination Activities. — To ensure cohesion in the
overall investment strategy of the government, the IIPCC shall:
a. Ensure alignment of the FIPMP with the preferred investment areas under
the Strategic Investment Priority Plan (SIPP);
b. Coordinate with the Office of the President, prior to its issuance of an order
to review foreign investments that have national security implications under
Section 16 of the Act and Rule XXII of these Rules and Regulations;
c. Solicit information from the Fiscal Incentives Review Board (FIRB) on
foreign investments to determine whether the foreign investment is
registered, or is applying to be registered with an IPA, or is applying for
fiscal incentives under Title XII of the National Internal Revenue Code
(NIRC), as amended;
d. Coordinate with the NSC with respect to foreign investments with national
security implications;
e. Coordinate with the Philippine Competition Commission (PCC) with
respect to the review of foreign investments involving mergers and
acquisitions, and with the Governance Commission for GOCCs (GCG) with
respect to the review of foreign investments involving government-owned
or -controlled corporations (GOCCs), when the investments satisfy policy
parameters defined under Section 16 of the Act and Rule XXII of these
Rules and Regulations;
f. Ensure alignment of the FIPMP with the Philippine Development Plan
(PDP), Regional Development Plans (RDPs), and other relevant sectoral
plans;
g. Coordinate with the IPAs, investment promotion units of LGUs and other
agencies to harmonize all investment promotion and marketing initiatives,
including investment facilitation to streamline processes and procedures,
and enable ease of doing business; and
h. Coordinate with other interagency committees or councils, and other
relevant bodies in matters where the work of the IIPCC will relate or require
close coordination given the mandate, functions or scope of these bodies.
RULE IV
Development of the Foreign Investment Promotion and Marketing Plan (FIPMP)
SECTION 11. General Principles. — The FIPMP, consistent with the SIPP,
the PDP, and RDPs, shall provide strategies to promote the country as a premier
investment destination that will:
a. Create high-skilled jobs to grow a local pool of enterprises, particularly
micro, small and medium enterprises (MSMEs), that can supply domestic
and global value chains;
b. Increase the sophistication of products and services that are produced or
sourced domestically;
c. Expand sources of domestic supply;
d. Attract significant foreign capital or investment; and
e. Promote export diversification and accelerate countryside development.
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 SECTION 12. Formulation of the FIPMP . — The IIPCC, in consultation with
the IPAs and other government departments and agencies or instrumentalities, LGUs
and business chambers and enterprises, shall formulate the FIPMP. The FIPMP will be
based on the competitive advantages, natural resources, skill and educational
development, traditional linkages, and international market potential of the country. The
IIPCC shall further issue a separate guideline on the formulation of the FIPMP.
SECTION 13. Timeframe of the FIPMP . — A comprehensive and strategic
FIPMP shall be developed by the IIPCC for the medium five (5)-year and the long-term
ten (10)-year plan. The first medium and long-term FIPMP shall be formulated within
one (1) year after the effectivity of these Rules and Regulations.
SECTION 14. Amendments to the FIPMP . — Subject to consultation and
publication requirements, the IIPCC may review and amend the FIPMP every two (2)
years, and where necessary update policies or strategies, programs, projects, activities
including investment targets in the remaining period of the FIPMP in consideration of
the developments in the local and global markets.
SECTION 15. Monitoring. — For purposes of monitoring time-bound
performance, a monitoring tool shall be integrated in the FIPMP to include investment
targets, revenue generated, approved and realized investments, job generation, and
other relevant indicators as necessary. Relevant indicators from the Sustainable
Development Goals (SDGs) and future global indicator frameworks will be considered.
SECTION 16. Curriculum Development and Provision of Training . — The
Department of Education (DepEd), CHED, TESDA, Department of Labor and
Employment (DOLE), Professional Regulation Commission (PRC), and other training
agencies involved in education and skills development shall direct curriculum and
training efforts toward manpower requirements of the FIPMP.
RULE V
Online Single-Portal System
SECTION 17. Online Single-Portal System . — The IIPCC shall be
responsible for establishing, operating and maintaining an online portal that will contain
information, including but not limited to, the following:
a. IIPCC's procedures, contacts, schedules, among others;
b. Foreign Investment Promotion and Marketing Plan (FIPMP);
c. Information on the rights and obligations of investors and the government,
among others;
d. Links to other government websites relevant to investment promotion;
e. IIPCC issuances, resolutions or documents as it deems appropriate for
public circulation, among others;
f. Database of:
i. investment-related statistics, including "the value or amount of
approved investments and actual investments that have
materialized";
ii. local partners or enterprises capable and willing to partner with
potential foreign investors;
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 iii. available land locations; and
iv. other databases, that may be necessary; and
g. Registration link to the CBP in the filing or application of necessary
registration, clearances, or permits in facilitating foreign investments.
The online single-portal shall be made accessible to the public and shall serve as
a tool for promoting investments, and business matching in local supply chains.
Frequently-asked-questions (FAQs), infographics and other digital marketing tools will
be utilized in this regard.
The IIPCC, in consultation with the DICT, shall operationalize the online single-
portal system to enhance efficiency of the IIPCC towards attracting and facilitating entry
of qualified foreign investments in the country. The DICT shall render assistance to the
IIPCC, insofar as the technical requirements of the online portal is concerned. Further
guidelines may be formulated and promulgated by the IIPCC.
RULE VI
Registration of Investments of Non-Philippine Nationals
SECTION 18. Qualifications. —
a. Any non-Philippine national may do business or invest in a domestic
enterprise up to one hundred percent (100%) of its capital provided:
i. It is investing in a domestic market enterprise in areas outside the FINL; or
ii. It is investing in an export enterprise whose products and services do not
fall within Lists A and B of the FINL, except for defense-related activities,
which may be approved pursuant to Section 8 (b) (1) of the Act.
Provided further that, as required by existing laws, the country or state of the
applicant must also allow Filipino citizens and corporations to do business therein.
b. Non-Philippine national qualified to do business per paragraph (a) above,
but who will engage in more than one investment area, one or more of which is in the
FINL, may be registered under the Act. However, said non-Philippine national will not
be allowed to engage in the investment areas, which are in the FINL, subject to foreign
equity limitations defined therein.
c. Existing enterprises, which are non-Philippine nationals at the time of
effectivity of the Act and which intend to increase the percentage of foreign equity
participation under the Act, beyond that previously authorized under the Act, shall be
governed by the qualifications in item (a) above. Thus, existing enterprises shall be
allowed to increase the percentage share of foreign equity participation beyond current
equity holdings only if their existing investment area is not in the FINL. Similarly,
existing enterprises engaged in more than one (1) investment area shall be allowed to
increase percentage of foreign equity participation if none of the investment areas they
are engaged in is in the FINL.
Existing foreign corporations shall be allowed to increase capital even if their
existing investment area is in the FINL.
Transfer of ownership from one foreign company to another shall be allowed
even if the enterprise is engaged in an area in the FINL as long as there is no increase
in the percentage share of foreign equity.
SECTION 19. Application for Registration. —
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 a. Filing of application. — Applications for registration shall be filed with the
SEC in the case of foreign corporations and domestic corporations or partnerships
(both domestic and foreign). In the case of sole proprietor, applications for Metro Manila
shall be filed with the DTI-National Capital Region. In the provinces, applications may
be filed with the extension offices of the SEC for corporations and partnerships and the
provincial offices of the DTI for sole proprietors.
b. Pre-processing of documents. — Pre-processing of documents shall be
undertaken to assist the investor in determining the completeness of his documents. All
applications are considered officially accepted only upon submission of complete
documents to either the SEC or the DTI.
c. Additional requirements. — As required by Section 8 of the Act, the
following shall also be submitted to the SEC or the DTI:
i. For enterprises wishing to engage in defense-related activities, clearance
from the Department of National Defense (DND) or the Philippine National
Police (PNP).
ii. For non-Philippine nationals engaged in micro and small domestic market
enterprises with a paid-in equity capital of at least US$100,000 but not
equal to or more than US$200,000:
1. A certificate from the DOST that the investment involves advanced
technology; or
2. A certificate from the DICT or DTI or DOST endorsing startups or
startup enablers; or
3. A certificate from the appropriate DOLE Regional Office having
jurisdiction over the place of the enterprise that the enterprise or
investor has executed a notarized undertaking that the majority of
their direct employees shall be Filipinos and that in no case shall the
number of Filipino direct employees be less than fifteen (15).
The DOLE, through its regional offices, shall validate and monitor
compliance by the investor to the said undertaking within six (6)
months from the start of commercial operation of the enterprise. In
case of failure to satisfy the undertaking, the DOLE shall submit a
report to the SEC, which shall cause the investor to satisfy the
appropriate higher investment requirement, and if necessary,
impose the appropriate penalty.
The issuance of certificates, or other concerns related to additional requirements
shall be acted upon by said agencies in accordance with R.A. No. 11032 or the Ease of
Doing Business and Efficient Government Services Delivery Act of 2018. In the case of
strategic industries as defined in the Act, Section 16 of the Act and Rule XXII of these
Rules and Regulations shall be followed.
The registration platform link for this purpose as applicable shall also be made
available on the online single portal system once operable.
d. Approval. — The SEC or DTI, as applicable, shall decide on the
application within seven (7) working days from official acceptance of an application by
domestic corporations, partnerships, and sole proprietors. In the case of foreign
corporations, the SEC shall decide on the same within twenty (20) working days.
Otherwise, the application shall be considered as automatically approved if it is not
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 acted upon within said period for a cause not attributable to the applicant.
SECTION 20. Monitoring of Compliance with Equity Requirements. — The
SEC or DTI, as applicable, shall monitor:
a. Compliance with the foreign equity participation requirements of the Act.
b. In the case of minimum paid-in equity capital, a certificate of inward
remittance of foreign exchange (FX) issued by an authorized agent bank in
the format prescribed by the BSP showing compliance with the minimum
paid-in equity capital requirement herein. In lieu thereof, other proof such
as bank certification certifying that such capital investment is deposited
and maintained in a bank in the Philippines.
SECTION 21. Registration with SEC . — Registration of corporations,
partnerships, and joint ventures shall be in accordance with the R.A. No. 11232 or the
Revised Corporation Code, Securities Regulation Code (SRC), Civil Code of the
Philippines and other laws implemented by the SEC. The SEC's online registration
platform link shall also be made available on the online single portal system once
operable.
SECTION 22. Registration with the DTI . — Registration of sole proprietors
shall be in accordance with the existing guidelines of the DTI, including the conditions
for basic and additional requirements as prescribed. The DTI's online registration
platform link, shall also be made available on the online single portal system once
operable.
SECTION 23. Registration with Investment Promotion Agencies (IPAs) . —
Registration of enterprises shall observe the existing procedures of relevant IPAs. The
online registration platform link shall be made available on the online single-portal
system once operable.
RULE VII
Registration with the Bangko Sentral ng Pilipinas (BSP)
SECTION 24. BSP Requirements. — Enterprises seeking to source foreign
exchange (FX) from the banking system resources for purposes of remittance of profits
abroad of earnings and dividends and capital repatriation in connection with the foreign
investment made pursuant to the Act shall be registered with the BSP. For this purpose,
BSP rules and regulations covering procedures for registration of foreign investments
shall be observed. The registration platform link for this purpose shall also be made
available on the online single portal system once operable.
RULE VIII
Foreign Investments in Export Enterprises
SECTION 25. Allowable Foreign Equity Participation . — Foreign investments
in export enterprises shall be allowed up to one hundred percent (100%) provided that
the products and services of such enterprises do not fall within Lists A and B of the
FINL.
SECTION 26. Registration of Foreign Export Enterprises . — As a general
rule, export enterprises that are non-Philippine nationals shall register with the BOI. The
registration platform link for this purpose shall be made available on the online single-
portal system once operable.
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 Foreign export enterprises registered under the Act seeking to avail of incentives
must apply for registration with the IPAs. The rules and regulations under Title XIII of
the NIRC, as amended, and its rules and regulations shall be observed for this
purpose.
Within seven (7) working days from the issuance of the certificate of registration,
the SEC or DTI shall transmit to BOI copies of the certificate of registration together
with the prescribed application form duly accomplished by the export enterprise.
SECTION 27. Submission of Reports. — All duly-registered foreign export
enterprises under this Rule shall submit to the BOI a duly accomplished form within six
(6) months after the end of each taxable year. The IIPCC shall issue guidelines on the
prescribed uniform template for all foreign export-enterprises' reports for record
purposes and for monitoring of approved and realized foreign investments in the
country.
Failure of export enterprises to submit the required reports within the prescribed
period of time or the submission of fraudulent reports shall be a ground for appropriate
sanctions as provided for under Section 62, Rule XXI of these Rules and Regulations.
SECTION 28. Monitoring of Compliance with the Export Requirement. —
Upon receipt of the reports submitted by the foreign export enterprise, the BOI shall
determine compliance of the enterprise with the export requirement, subject to the
following:
a. If the export enterprise fails to comply with the export requirement, the BOI
will inform the concerned IPAs, which shall advise the SEC, for
corporations and partnerships, or the DTI for sole proprietors, of said
failure.
b. The SEC or the DTI shall require the export enterprise to immediately
reduce its sales to the domestic market to not more than forty percent
(40%) of total production.
c. If the export enterprise fails to comply with the order without any justifiable
reason, it shall be penalized in accordance with Section 62, Rule XXI of
these Rules and Regulations.
RULE IX
Foreign Investments in Domestic Market Enterprises
SECTION 29. Allowable Foreign Equity Participation . — Foreign equity
participation in domestic market enterprises shall be allowed up to one hundred percent
(100%) unless such participation is prohibited or limited by the Constitution and existing
laws or the FINL.
SECTION 30. Change of Status from Domestic Market Enterprise to Export
Enterprise. — A domestic market enterprise may change its status to an export
enterprise any time by notifying the SEC or DTI. The registration platform link for this
purpose shall be made available on the online single-portal system once operable.
The SEC or DTI, as applicable, shall decide on this request within seven (7)
working days from official receipt of the said request by domestic corporations,
partnerships, and sole proprietors. In the case of foreign corporations, the SEC shall
decide on the same within twenty (20) working days.
In the case of foreign export enterprises, Section 26, Rule VIII shall apply for any
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 change of status from domestic to export enterprise. Such application shall be
supported by relevant reports as evidence that the applicant enterprise has exported
sixty percent (60%) or more of its output.
Once notified, the SEC shall require the enterprise to amend its articles of
incorporation and include exporting activity in its primary purpose.
The new export enterprise that is non-Philippine national shall be subject to the
reportorial requirements and shall be monitored for its compliance with the export
requirement under Sections 27 and 28, respectively, of Rule VIII of these Rules and
Regulations.
RULE X
The Regular Foreign Investment Negative List (FINL)
SECTION 31. Description. — The Regular FINL shall have two (2)
component lists: A and B which shall contain areas of economic activities reserved to
Philippine nationals. The description and guidelines governing Lists A and B are
provided for in Rules XI and XII hereof, respectively.
SECTION 32. Formulation. — The NEDA shall be responsible for the
formulation of the Regular FINL, following the process and criteria provided in Section 8
of the Act and in Rules XI and XII hereof.
SECTION 33. Approval. — The NEDA shall submit the proposed Regular
FINL to the President for approval and promulgation. The NEDA shall submit the first
Regular FINL and subsequent proposed Regular FINLs to the President, at least forty-
five (45) calendar days before the scheduled date of publication.
SECTION 34. Publication. — The NEDA shall publish the first Regular
Negative List not later than sixty (60) calendar days before the end of the transitory
period. Subsequent Negative Lists shall be published not later than fifteen (15) calendar
days before the end of the effectivity of the current Negative List.
SECTION 35. Effectivity. — The first Regular Negative List shall become
immediately effective at the end of the transitory period. Subsequent Regular FINLs
shall become effective fifteen (15) calendar days after publication in a newspaper of
general circulation in the Philippines or in the official gazette. Except for List A, each
Regular FINL shall remain in force for two (2) years from the date of its effectivity.
SECTION 36. Coverage of Operation. — Each Regular FINL shall apply only
to new foreign investments and shall not affect existing foreign investments at the time
of its publication.
RULE XI
Guidelines for List A of the Regular Foreign Investment Negative List
SECTION 37. Coverage. — List A of the FINL shall consist of the areas of
activities reserved to Philippine nationals where foreign investments shall be limited to a
maximum of forty percent (40%) as prescribed by the Constitution and other specific
laws.
The NEDA shall make an enumeration of said activities reserved to Philippine
nationals by the Constitution and other specific laws.
SECTION 38. Amendments. — Amendments to List A may be made by the
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 NEDA any time to reflect changes made by law regarding the extent of foreign equity
participation in any specific area of economic activity.
RULE XII
Guidelines for List B of the Regular Foreign Investment Negative List
SECTION 39. Coverage. — List B shall consist of the following:
a. Activities where foreign ownership is limited pursuant to law such as
defense or law enforcement-related, requiring prior clearance and
authorization from the DND or PNP, to engage in such activity as the
manufacture, repair, storage, or distribution of firearms, ammunition,
armored vests and other bullet proof attires, lethal weapons, military
ordnance, explosives, pyrotechnics and similar materials.
However, the manufacture and repair of said items may be specifically
authorized by the Secretary of National Defense or Chief of the PNP, to
non-Philippine nationals, provided that relevant clearance or approval has
been secured.
b. Activities which have negative implications on public health and morals,
such as the manufacture and distribution of dangerous drugs; all forms of
gambling; nightclubs, bars, beerhouses, dance halls; sauna and steam
bathhouses and massage clinics.
c. Except as otherwise provided under R.A. No. 8762, otherwise known as
the Retail Trade Liberalization Act of 2000, as amended by R.A. No.
11595, and other relevant laws, micro and small domestic market
enterprises with paid-in equity capital of less than US$200,000, or its
equivalent are reserved to Philippine nationals; provided that micro and
small domestic market enterprises, that are non-Philippine nationals, shall
be allowed a minimum paid-in capital of US$100,000 or its equivalent,
subject to the following:
i. They involve advanced technology as determined by the DOST;
ii. They are endorsed as startup or startup enablers by the lead host
agencies, namely the DTI or DICT or DOST, pursuant to R.A. No.
11337, otherwise known as the Innovative Startup Act; or
iii. They execute a notarized undertaking that the majority of their direct
employees shall be Filipinos and that in no case shall the number of
Filipino direct employees be less than fifteen (15).
Provided further, that the registered foreign enterprises employing foreign
nationals and enjoying fiscal incentives shall develop and implement an understudy
training program or skills development program to ensure the transfer of technology of
skills to Filipino employees within the same enterprise.
SECTION 40. Process for Determination of List B. —
a. Activities (a) and (b) above shall be determined upon motu proprio
recommendation of NEDA, or upon endorsement by NEDA, based on the
recommendation of the Secretary of National Defense or the Secretary of Health, as
applicable, approved by the President, and promulgated through the issuance of the
regular FINL by Executive Order. List B shall be submitted for Presidential action
together with List A. The NEDA shall inform said agencies of the deadline for the
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 submission of their recommendations consistent with the timeline of the regular FINL
publication.
b. In the case of defense-related industries requiring the PNP's clearance,
which fall under list B of the regular FINL, the DND shall consult and coordinate with the
PNP on recommending or determining foreign equity participation, as deemed
necessary.
SECTION 41. Amendments. — Amendments to List B shall not be made
more often than once every, upon the recommendation of the Secretary of National
Defense or Secretary of Health, as applicable, endorsed by the NEDA, or upon
recommendation motu proprio of NEDA, approved by the President and promulgated
through the issuance of the regular FINL by Executive Order.
RULE XIII
Review of and Amendments to the Regular FINL
SECTION 42. Review Coverage. — The review shall be made every two
years starting from the issuance of the regular FINL, and shall cover industries under
the FINL.
SECTION 43. Preparation of Regular FINL Review. — The NEDA in
consultation and cooperation with SEC, DTI, BOI, other IPAs, and other pertinent
agencies, shall review the regular FINL and submit to Congress, an analysis of foreign
investment performance and economic activities of industries under the FINL.
SECTION 44. Recommendation. — NEDA shall submit its recommendation
to Congress amendments to the regular FINL and other investment-related matters
requiring necessary legislation, if any.
RULE XIV
Requirements and Compliance with the Understudy or Skills Development Program
SECTION 45. Coverage. — This rule shall cover registered foreign
enterprises that employ a foreign national and enjoy fiscal incentives.
SECTION 46. Understudy or Skills Development Program. —
a. Understudy training program refers to a training plan designed to transfer
technology or skills by designating at least two (2) understudies per foreign national
employed. Understudies shall be selected by the employer to be trained by a foreign
national who works in the country by virtue of an alien employment permit to ensure the
actual transfer of technology or skills. Understudies must be next-in-rank Filipino regular
employees in the same enterprise.
b. Skills development program refers to a training plan designed to transfer
technology or skills to at least two (2) trainees per foreign national employed through
learning sessions or any similar method. It shall be conducted either by a foreign
national who works in the country by virtue of an alien employment permit or by a
Filipino, with the necessary qualifications. Trainees must be rank-and-file Filipino
regular employees.
SECTION 47. Compliance. — The foreign enterprise referred in Section 45
of these Rules and Regulations, shall submit the understudy training program or skills
development program, along with other documentary requirements, to the DOLE
Regional Office having jurisdiction over the principal place of business within sixty (60)
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 calendar days from the start of the employment of the foreign national.
SECTION 48. Monitoring. — The understudy training program or skills
development program shall be implemented and monitored in accordance with Section
5 (c), Rule XIV, Book I, omnibus rules to implement the Labor Code of the Philippines.
The DOLE, in coordination with other implementing agencies shall monitor the
implementation of this program, and shall annually submit a monitoring report to the
IIPCC to be published in its online portal.
RULE XV
Investment Rights of Former Natural Born Filipinos
SECTION 49. Former natural born citizens of the Philippines shall have the
same investment rights of a Philippine citizen in Cooperatives under R.A. No. 6938,
Rural Banks under R.A. No. 7353, Thrift Banks and Private Development Banks under
R.A. No. 7906, Financing Companies under R.A. No. 5980, and activities listed under
List B including defense-related activities, if specifically authorized by the Secretary of
National Defense.
RULE XVI
Rights of Former Natural Born Filipinos to Own Private Land
SECTION 50. Any natural born citizen who has lost his Philippine citizenship
and who has the legal capacity to enter into a contract under Philippine laws may be a
transferee of a private land up to a maximum area of 5,000 square meters in the case
of urban land or three (3) hectares in the case of rural land to be used by him for
business or other purposes.
SECTION 51. In case where both spouses are qualified under the law, one of
them may avail of the said privilege. However, if both shall avail of the privilege, the
total area acquired shall not exceed the maximum allowed.
SECTION 52. In case the transferee already owns urban or rural land for
business or other purposes, he shall still be entitled to be a transferee of additional
urban or rural land for business or other purposes which when added to those already
owned by him shall not exceed the maximum areas allowed.
SECTION 53. A transferee may acquire not more than two (2) lots which
should be situated in different municipalities or cities anywhere in the Philippines. The
total land area acquired shall not exceed 5,000 square meters in the case of urban land
or three (3) hectares in the case of rural land for use by him for business or other
purposes. A transferee who has already acquired urban land shall be disqualified from
acquiring rural land and vice versa. However, if the transferee has disposed of his urban
land, he may still acquire rural land and vice versa, provided that the same shall be
used for business or other purposes.
SECTION 54. Land acquired under this Act shall be primarily, directly and
actually used by the transferee in the performance or conduct of his business or
commercial activities in the broad areas of agriculture, industry and services, including
the lease of land, but excluding the buying and selling thereof. A transferee shall use his
land to engage in activities that are not included in the Negative List or in those areas
wherein investment rights have been granted to him under this Act.
SECTION 55. Registration of Land. — The Register of Deeds in the province
or city where the land is located shall register the land in the name of the transferee only
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 upon presentation of proof by the transferee that it will be used for any of the purposes
mentioned in Section 54 above, i.e., certification of business registration issued by the
DTI and affidavit that the land shall be used for business purposes.
The provisions of BP 185 (An Act to Implement Section 15 of Article XIV of the
Constitution and for Other Purposes Pertaining to the Ownership of Private Lands for
Residential Purposes by Former Natural Born Filipinos) and its implementing rules and
regulations shall be adopted, where applicable, in the implementation of this Act
through a circular to be issued by the Land Registration Authority.
The Register of Deeds shall also ensure that the limits prescribed by law are
observed. The registration platform link for this purpose shall be made available on the
online single-portal system once operable.
RULE XVII
Transitory Provisions
SECTION 56. Prior to the effectivity of these Rules and Regulations, the
provisions of R.A. No. 7042, as amended by R.A. No. 8179 shall govern the registration
of foreign investments without incentives.
SECTION 57. There shall be a transitory period of six (6) months after
issuance of these Rules and Regulations to implement this Act.
SECTION 58. The existing FINL applicable upon the effectivity of the Act and
its Rules and Regulations, shall serve as the transitory FINL.
RULE XVIII
Compliance with Environmental Standards
SECTION 59. All industrial enterprises, regardless of nationality or
ownership, shall comply with existing laws, rules and regulations, and applicable
environmental standards set by the Department of Environment and Natural Resources
(DENR), Department of Agriculture (DA), Department of Health (DOH), National
Commission on Indigenous Peoples (NCIP), Palawan Council for Sustainable
Development (PCSD), among others, to protect, manage and conserve the
environment and natural resources.
The DENR shall provide the SEC with a list of environmentally critical activities,
projects, and areas subject to relevant updates. Necessary clearances may be secured
after registration with the SEC. The registration platform link for this purpose shall be
made available on the online single-portal system once operable.
RULE XIX
Consistent Government Action
SECTION 60. No agency, instrumentality or political subdivision of the
Government shall take any action in conflict with or which will nullify the provisions of
the Act, or any certificate or authority granted hereunder.
RULE XX
Effectivity
SECTION 61. These amended Rules and Regulations shall take effect fifteen
(15) days after publication in a newspaper of general circulation in the Philippines or the
Official Gazette.
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 RULE XXI
Administrative Sanctions
SECTION 62. Foreign Investments in Export Enterprises . — Non-compliance
by any duly-registered export enterprise with Rule VIII, Sections 27 and 28 above shall
be subject to the following sanctions:
a. For late submission of the required annual report —

1st violation written warning

2nd violation basic fine of P1,000.00 and a daily fine of P50.00

3rd violation basic fine of P2,000.00 and a daily fine of P100.00

Subsequent violations basic fine of P5,000.00

b. For the submission of fraudulent reports —

Partnership or Corporation Sole Proprietor

1st violation P100,000.00 P50,000.00

2nd violation P150,000.00 P70,000.00

3rd violation fine in an amount not exceeding P100,000.00

1/2 of 1% of total paid-in equity
capital but not more than P5
million

Subsequent violations Cancellation of registration granted under the Act

The President, official, or personnel of the partnership or corporation

responsible for the submission of fraudulent reports shall be subject to the
following sanctions:

1st violation a fine of P50,000.00

2nd violation a fine of P100,000.00

3rd violation a fine of P200,000.00

c. For non-submission of the required reports within twelve (12) months after
the taxable year, cancellation of the certificate of registration granted under
the Act.

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 d. For failure of any duly-registered export enterprise to comply, without
justifiable reason, with the SEC or DTI order to increase its export to at
least sixty percent (60%) of total sales.

Penalty or Fine
Frequency
Partnership or Corporation Sole Proprietor

1st violation P100,000.00 P50,000.00

2nd violation P150,000.00 P70,000.00

3rd violation fine in an amount not exceeding P100,000.00

1/2 of 1% of total paid-in equity
capital but not more than P5
million

Subsequent violations Cancellation of registration granted under the Act

The President, official or personnel of the partnership or corporation

responsible in the failure to comply with the said SEC or DTI order shall be
subject to the following sanctions:

1st violation a fine of P50,000.00

2nd violation a fine of P100,000.00

3rd violation a fine of P200,000.00

The SEC, DTI, and IPAs shall issue guidelines for the implementation of
administrative sanctions as provided in Section 14 of the Act and this Rule.
SECTION 63. Compliance with Environmental Standards. — Any industrial
enterprise, regardless of the nationality of ownership which fails to comply with existing
rules and regulations to protect and conserve the environment and meet applicable
environmental standards shall be subject to the sanctions as may be provided for in the
rules and regulations of the DENR.
SECTION 64. Hearing of Violations of the Act . — The SEC, for corporations
and partnerships, or the DTI for sole proprietors, shall adopt their respective rules and
regulations for the purpose of conducting hearings and investigations involving
violations of the provisions of the Act and these Rules and Regulations.
SECTION 65. Other Grounds for Cancellation. — The following are other
grounds for the cancellation of the certificate of registration granted under the Act:
a. Failure of a non-Philippine national intending to engage in the same line of
business as an existing joint venture, in which he or his majority
shareholder is a substantial partner, to disclose such fact and the names
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 and addresses of the partners in the existing joint venture in his application
for registration with the SEC; or
b. Commission of any other fraudulent act.
SECTION 66. Other Violations. — Any other violations of the Act and these
Rules and Regulations shall be penalized in accordance with Section 14 of the Act.
RULE XXII
Review of Foreign Investment in Strategic Industries
SECTION 67. Objective. — The objective of this Rule is to provide a
framework for managing national security risks arising from foreign investments in
strategic industries, under the circumstances warranted in Section 69, Rule XXII, in the
country without creating undue investor uncertainty.
Particularly, this framework aims to:
a. Improve transparency of the ownership and operational control of foreign
investment in strategic industries and maintain the integrity of the
geographical areas critical to national security in the Philippines to better
understand risks; and
b. Facilitate cooperation and collaboration between the government, and
owners and operators of foreign investment in strategic industries, in order
to identify and manage risks.
SECTION 68. Strategic Industries. —
a. Coverage. — Strategic industries refer to systems or assets, including the
operation and maintenance of such systems, or assets, the ownership or operation of
which may threaten territorial integrity, safety, security and well-being of Filipino
citizens. These include:
i. Military or defense-related industries,
ii. Cyber infrastructure,
iii. Pipeline transportation, or
iv. Such other activities, upon:
1. Recommendation of the National Security Council; or
2. Recommendation of the Secretary of National Defense; or
3. Recommendation of the relevant department or administrative
agency, when a proposed investment effectively results in the grant
of control of a public service, whether direct or indirect, to a foreigner
or foreign corporation.
b. Determination of strategic industries and geographical areas critical to
national security. — The list of strategic industries and geographical areas critical to
national security shall be updated by the IIPCC every two (2) years or at any time as the
need arises, and submitted to the President for approval.
c. Transfers of prior-approved foreign investments. — Any transfer or
subsequent divestment of any foreign investment previously approved under this Act
shall be subject to the same evaluation process review under Rule XXII of these Rules
and Regulations. The IIPCC Technical Committee in the course of its evaluation shall
assess whether the transferee, as pre-qualified, has equal or greater qualifications as
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 the original foreign investor.
Pursuant to Section 16 of the Act, the IIPCC shall submit its recommendation to
the President.
SECTION 69. Conditions for Review when Initiated by the President . — Upon
order of the President, the IIPCC shall review foreign investments in strategic
industries, only when:
a. Made by a foreign government-controlled entity, or state-owned
enterprises; except independent pension funds, sovereign wealth funds,
and multinational banks; or
b. Located in geographical areas critical to national security.
The exception provided under item (a) of this section shall not apply if the fund is
incorporated in or controlled by a foreign government that has a territorial claim or
jurisdictional dispute against the Republic of the Philippines.
SECTION 70A. Process of Review for Voluntary Declaration . —
a. Submission of declaration. — A voluntary declaration through a joint or
separate declaration by any party to a foreign investment transaction shall be submitted
to the IIPCC Secretariat, at least thirty (30) days prior to the date of execution of
relevant agreements, should the foreign investment transaction be covered by the
review process under the Act.
b. Contents of the declaration. — The party or parties filing the declaration
shall provide the required information as determined by the IIPCC Technical Committee
and approved by the IIPCC. The declaration must be accurate and complete with
respect to all parties and to the foreign investment transaction. The IIPCC may request
that the parties to the foreign investment transaction submit additional information if the
declaration is insufficient to assess the foreign investment transaction.
c. Acceptance or rejection of declaration. — Upon receipt of the declaration
submitted under Section 70A (b), the IIPCC Secretariat shall inspect the declaration as
to its completeness vis-à-vis the IIPCC requirements and shall notify in writing, within
ten (10) calendar days, all parties that have submitted a declaration that:
i. The declaration is accepted as a complete submission and will be
circulated to the IIPCC and the date on which the risk assessment
described in Section 70A (e) begins; or
For purposes of acceptance, the declaration must contain accurate and
complete information with respect to all parties to the foreign investment
and the circumstances referred to in Section 69, Rule XXII and must be
supported by authentic and legal documents.
ii. The declaration is being returned as an incomplete submission, and an
explanation of the material respects in which the declaration is incomplete.
If after ten (10) calendar days, the IIPCC Secretariat failed to notify the party or
parties to the foreign investment, the declaration shall be deemed accepted.
d. Notification to the IIPCC. — Within ten (10) calendar days upon
acceptance of the declaration, the IIPCC Secretariat shall notify the IIPCC, when a
prospective foreign investment is covered by the conditions defined in Section 69, Rule
XXII.

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 e. Initial risk assessment. — The IIPCC Technical Committee, upon order of
the IIPCC, shall initiate the conduct of an initial national security risk assessment.
Within thirty (30) calendar days from notification by the IIPCC, the IIPCC Technical
Committee shall complete the assessment and submit its recommendation to the
IIPCC. The IIPCC shall review the IIPCC Technical Committee recommendation within
fifteen (15) calendar days.
i. If no threat found, the IIPCC shall inform the party or parties to the foreign
investment transaction of the IIPCC decision; Provided that, nothing herein
shall limit the authority of the President to order a review when the
circumstances warrant the conduct thereof under this rule.
ii. If the foreign investment transaction is found to be a risk to national
security, the IIPCC shall recommend to the President a comprehensive
national security review.
f. Comprehensive national security review. — Upon order of the President to
the IIPCC, the latter shall direct the IIPCC Technical Committee to conduct a
comprehensive national security review of the concerned foreign investment falling
under Section 69, Rule XXII. The IIPCC shall review and submit its recommendations
to the President within sixty (60) calendar days from receipt of the order from the
President.
g. Action of the President. — Based on the recommendation of the IIPCC, the
President may suspend, prohibit, or otherwise limit foreign investment.
SECTION 70B. Process of Review for a Motu Proprio National Security Risk
Assessment. —
a. Initiation of national security review. —
i. The IIPCC may, motu proprio, initiate a national security review if it deems
that the foreign investment transaction satisfies the conditions specified
under Section 69, Rule XXII. The IIPCC shall instruct the IIPCC Technical
Committee to conduct an initial national security risk assessment. The
IIPCC shall notify the party or parties to the foreign investment transaction,
and require the submission of relevant documents. The IIPCC may, at its
discretion, require that the parties to the foreign investment transaction
submit additional information if the previous submission is insufficient to
assess the foreign investment transaction. Provided that the IIPCC
Technical Committee may also conduct motu proprio initial national
security risk assessment and inform the IIPCC.
ii. For mergers and acquisitions covered by R.A. No. 10667 or the Philippine
Competition Law, the PCC shall notify the IIPCC when foreign investments
are covered by the conditions defined in Section 69, Rule XXII.
iii. For GOCCs, the GCG must be informed prior to any privatization, and
subsequently notify the IIPCC when foreign investments are covered by
the conditions defined in Section 69, Rule XXII.
b. Initial risk assessment. — The IIPCC Technical Committee, upon order of
the IIPCC, shall initiate the conduct of a national security risk assessment within thirty
(30) calendar days. The IIPCC Technical Committee shall complete the assessment
and submit its recommendation to the IIPCC. The IIPCC shall review the IIPCC
Technical Committee recommendation within fifteen (15) calendar days.
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 i. If no threat found, the IIPCC shall inform the party or parties to the foreign
investment transaction of the IIPCC decision; Provided that, nothing herein
shall limit the authority of the President to order a review when the
circumstances warrant the conduct thereof under this rule.
ii. If the foreign investment is found to be a risk to national security, the IIPCC
shall recommend to the President a comprehensive national security
review.
In the case of motu proprio national security risk assessment initiated by the
IIPCC Technical Committee, the assessment shall be done within thirty (30) calendar
days upon notification to the IIPCC. The results of the assessment shall be submitted to
the IIPCC for review within fifteen (15) calendar days.
c. Comprehensive national security review. — Upon order of the President to
the IIPCC, the IIPCC Technical Committee shall conduct a comprehensive national
security review of the concerned foreign investment falling under Section 69, Rule XXII.
The IIPCC shall review and submit its recommendations to the President within sixty
(60) calendar days from receipt of the order from the President.
d. Action of the President. — Based on the recommendation of the IIPCC, the
President may suspend, prohibit, or otherwise limit foreign investment.
SECTION 71. Criteria for Reviewing Foreign Investments . — The following
criteria must be taken into consideration when reviewing foreign investments in
strategic industries under Section 69, Rule XXII:
a. Impact on national security;
b. Applicability of other Philippine laws and policies;
c. Implication of any national security risk arising from the investment on the
Philippine economy and community;
d. Whether the investment will affect the Philippines' ability to protect its
strategic and security interests; and
e. Nature, history, and previous business transactions of the foreign investor
and any filed cases against the same, in their country of origin, or in any
other country or state that the foreign investor is involved with.
SECTION 72. Submission of Additional Information. — No provision of this
subsection shall be construed as prohibiting any party from submitting additional
information while the review is ongoing.
SECTION 73. Notice of Results to Parties. — Upon completion of the review,
the IIPCC shall promptly notify the parties of the President's decision.
SECTION 74. Pre-Declaration Consultations. — Nothing in these Rules and
Regulations shall prohibit the parties from consulting with the relevant department or
administrative agency in advance of filing a declaration and, in appropriate cases, to file
with the relevant department or administrative agency a draft declaration or other
appropriate documents to aid in understanding the foreign investment and to provide an
opportunity for the relevant department or administrative agency to request additional
information to be included in the declaration.
SECTION 75. Confidentiality of Information. — Any information or
documentary material which is filed with or forwarded to the relevant department or
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 administrative agencies pursuant to or related to pre-declaration consultations or the
national security review, shall be exempt from disclosure, and no such information or
documentary material may be made public, except as may be relevant to any
administrative or judicial action or proceeding. The information may also be disclosed to
either house of Congress or to any duly authorized committee or subcommittee of the
Congress if the committee provides assurances of confidentiality or such party
otherwise consents in writing to such disclosure.
RULE XXIII
Final Provisions
SECTION 76. Anti-Graft Practices in Foreign Investment Promotions . —
Public officials and employees involved in foreign investment promotions shall uphold
the highest standards of public service, accountability, and integrity. Accordingly, any
public official or employee involved in foreign investment promotions who shall commit
any of the acts under Section 3 of R.A. No. 3019, as amended, otherwise known as the
Anti-Graft and Corrupt Practices Act, shall, in addition to the penalties provided under
Section 9 (a) of the said act, shall be punished by a fine of not less than two million
pesos (P2,000,000.00) but not more than five million pesos (P5,000,000.00).
SECTION 77. Non-Applicability. — The Act covers all investment areas or
areas of economic activity except banking and other financial institutions which are
governed and regulated by R.A. No. 8791, otherwise known as The General Banking
Law of 2000 and other laws under the supervision of the BSP. Moreover, this Act shall
not apply to the individual practice of professions that are covered by specific laws and
fall under the jurisdiction of various PRBs or any other equivalent regulating body, or
those subject to reciprocity agreements with other countries.
To the extent applicable, and provided that the necessary licenses, work permits
and visas are properly secured from the relevant government agencies, any occupation,
employment or practice of profession not covered by any special law or reciprocity
agreement as provided in the previous paragraph shall be governed by the provisions
under Title II of the Labor Code of the Philippines and shall be subject to the provisions
of this Act.
Similarly, only corporate practice of professions or corporations engaged in the
practice of profession, which are allowed by the respective special laws governing
practice of profession and which have explicit foreign equity restrictions under pertinent
laws shall remain subject to the provisions of this Act and the regular FINL.
SECTION 78. Appropriations. — For purposes of implementing this Act, the
amount of fifty million pesos (P50,000,000.00) from the contingent fund of the General
Appropriations Act (GAA) for the current fiscal year is hereby appropriated and shall be
released to the IIPCC, in consultation with the Department of Budget and Management
(DBM). Thereafter, the amounts necessary to carry out this Act shall be included in the
GAA.
The IIPCC Secretariat shall formulate guidelines for the programming, disbursing,
and accessing of the funds.
SECTION 79. Repealing Clause. — R.A. No. 7042, as amended, is hereby
amended. All laws, decrees, orders, rules, and regulations or other issuances or parts
thereof inconsistent with the provisions of this act are hereby repealed or modified
accordingly.
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 SECTION 80. Separability Clause. — If any portion or provision of this Act is
declared unconstitutional the remainder of this Act or any provision not affected thereby
shall remain in force and effect.
SECTION 81. Effectivity. — This Act shall take effect fifteen (15) days
following its publication in the official gazette or in a newspaper of general circulation in
the Philippines.

(SGD.) KARL KENDRICK T. CHUA

Secretary
National Economic and Development Authority

(SGD.) CARLOS G. DOMINGUEZ

Secretary
Department of Finance

(SGD.) RAMON M. LOPEZ

Secretary
Department of Trade and Industry

Published in the Official Gazette, Vol. 118, No. 28, p. 7944 on July 11, 2022.

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