Can Real Property Be Registered Under a Corporation in the Philippines: Requirements and Limits

1) The short answer

Yes—real property can be titled and registered in the name of a corporation in the Philippines, provided the corporation has legal capacity to acquire the particular kind of property and complies with documentary, tax, and registration requirements.

The main constraint is constitutional: ownership of land is restricted. Whether a corporation can register “real property” in its name depends heavily on whether the property is land, a condominium unit, or improvements/buildings on land, and on the corporation’s nationality (Filipino vs. foreign).


2) Legal foundations (Philippine framework)

Several legal layers work together:

  • 1987 Constitution (Article XII)

    • Restricts land ownership to Filipino citizens and corporations/associations at least 60% Filipino-owned (with key nuances discussed below).
    • Limits corporate dealings with lands of the public domain (generally: corporations may lease, not own, public agricultural land; subject to size and term caps).
  • Civil Code (juridical persons)

    • Corporations, as juridical persons, can acquire and own property within the limits of law and their corporate purposes.
  • Revised Corporation Code (RCC, R.A. 11232)

    • Governs how corporate acts are authorized (board resolutions, officer authority, when stockholder/member approval is required—especially for transactions involving all or substantially all assets).
  • Property Registration Decree (P.D. 1529)

    • Governs registration of conveyances and issuance of titles (TCT/CCT) under the Torrens system.
  • Tax and local requirements (National Internal Revenue Code, Local Government Code, local ordinances)

    • Transfers require payment of national and local taxes and fees, and typically a BIR Certificate Authorizing Registration (CAR) (or its current equivalent issuance) before the Registry of Deeds will transfer title.

3) What “real property” means here (important distinction)

“Real property” commonly includes:

  1. Land
  2. Buildings and improvements (houses, buildings, structures)
  3. Condominium units (separately titled under a Condominium Certificate of Title or CCT)

In practice:

  • The big legal restriction applies to land ownership.
  • Condominium ownership has its own regime.
  • Buildings/improvements can be owned, but they usually sit on land—so the land restriction often still controls the practical arrangement.

4) When a corporation can register land in its name

A. Domestic corporations that are “Philippine nationals”

A corporation can generally acquire and register private land in its name if it is qualified to acquire/hold land—i.e., it is considered a Philippine corporation for constitutional purposes.

Core requirement (nationality):

  • At least 60% Filipino ownership (commonly understood as Filipino ownership of at least 60% of the corporation’s capital, with attention to voting/control and beneficial ownership rules used in practice).

What registries and banks typically look for (proof of qualification):

  • SEC Certificate of Incorporation and Articles of Incorporation
  • Latest General Information Sheet (GIS) showing shareholdings
  • Sometimes additional sworn statements/undertakings on nationality
  • If there is layered corporate ownership, regulators and offices may scrutinize the chain of ownership to ensure compliance (often described as a “control test” and, in some cases, a “grandfather rule” style look-through where needed to validate Filipino ownership).

B. Foreign corporations and “foreign-owned” corporations (not 60% Filipino)

A corporation that is not constitutionally qualified generally cannot acquire and register land in its name.

What such entities commonly can do instead (lawful alternatives):

  • Lease land (including long-term leases under investor-friendly statutes, subject to legal maximum terms and renewals)
  • Acquire condominium units (subject to foreign ownership limits in the condominium project)
  • Own buildings/improvements on leased land (practically structured through lease + rights over improvements), subject to enforceability and documentation

Any attempt to circumvent land restrictions—such as putting land in the name of a “Filipino” corporation that is actually foreign-controlled through dummies or prohibited arrangements—can trigger criminal and civil exposure and may render the arrangement vulnerable to nullity and forfeiture risks.


5) Public land vs. private land (often confused)

A. Private land

Once land is private and titled, it may be transferred to:

  • Filipino individuals; or
  • Corporations/associations qualified under the Constitution (generally, ≥60% Filipino-owned)

B. Lands of the public domain (alienable public agricultural land)

For public agricultural land, the Constitution generally restricts private corporations to leasehold (not ownership), subject to:

  • Maximum area (commonly cited: up to 1,000 hectares)
  • Maximum term (commonly cited: 25 years, renewable for another 25 years)

This is one reason “private land” vs. “public land” status (and the source of title) matters during due diligence.


6) Condominium units: a special and common exception

Under the Condominium Act (R.A. 4726) structure:

  • A condominium unit owner typically owns:

    1. the unit, and
    2. an undivided interest in common areas / or shares in the condominium corporation (depending on the project structure)

Foreign participation is allowed but capped:

  • As a general rule, foreign ownership in the condominium project cannot exceed 40% (so at least 60% remains Filipino).
  • A foreign-owned corporation may be able to acquire and register a condominium unit (CCT) if the project remains within the allowable foreign ownership ratio and project documents allow it.

Practical note: Developers and condominium corporations often require additional approvals, endorsements, and updated foreign ownership computations before recognizing a transfer.


7) Corporate authority: who can buy, sign, and bind the corporation

Even if the corporation is qualified to own the property, it must validly authorize the transaction.

A. Board authority (baseline rule)

A corporation acts through:

  • its Board of Directors/Trustees, and
  • duly authorized officers/agents

For a property acquisition, registries and counterparties usually require:

  • Board Resolution authorizing the purchase/acceptance and designating the signatory
  • Secretary’s Certificate attesting to the resolution and that it remains in force

B. When stockholder/member approval may be required

Under the RCC, certain transactions—especially those involving sale or disposition of all or substantially all corporate assets—require heightened approvals (board + stockholders/members, typically at a supermajority threshold).

For purchases, the same “substantially all assets” analysis can come up indirectly (e.g., when financing covenants, auditors, or governance standards require it). When in doubt in high-value acquisitions, corporations often document both board and (if applicable) stockholder approvals.


8) The registration process: from contract to title in the corporate name

While details vary by locality and property type, a typical workflow for transferring a TCT (land) or CCT (condo) into a corporate name looks like this:

Step 1: Due diligence (before signing or before closing)

Common checks:

  • Owner’s title authenticity (certified true copy from Registry of Deeds)
  • No adverse annotations (liens, lis pendens, adverse claims)
  • Correct technical description and boundaries; survey issues
  • Real property tax status (no delinquencies; tax clearance)
  • Zoning/use restrictions; easements/right-of-way
  • If agricultural: agrarian reform coverage, DAR restrictions, conversion needs
  • Corporate buyer’s qualification (nationality for land)

Step 2: Contract and deed execution

  • Deed of Absolute Sale / Deed of Assignment / Deed of Donation, etc.

  • If the buyer is a corporation:

    • deed signed by authorized officer
    • attached Secretary’s Certificate and board resolution
    • corporate IDs, TIN, and supporting SEC documents

Step 3: Payment of taxes and securing BIR authorization

Common tax items (depending on classification and circumstances):

  • Capital Gains Tax (CGT) for sale of real property classified as capital asset (often 6% of the higher of selling price or fair market value used for tax purposes), or income tax if an ordinary asset
  • Documentary Stamp Tax (DST) on the deed of conveyance
  • Other possible taxes (withholding taxes in certain transactions; donor’s tax for donations)

Then obtain the BIR-issued clearance typically required for registration (commonly referred to as a CAR or the relevant BIR authorization).

Step 4: Local transfer taxes and fees

  • Local transfer tax (rate varies by LGU; Metro Manila often differs from provinces)
  • Payment of registration fees, documentary requirements, and other local charges

Step 5: Registration with the Registry of Deeds (RD)

Submit:

  • Notarized deed
  • BIR authorization (CAR/issuance)
  • Tax clearances, transfer tax receipts
  • Corporate documents (SEC papers, GIS, board resolution/Secretary’s Certificate)
  • Other RD-required forms/affidavits

RD cancels the seller’s title and issues:

  • TCT (for land) or
  • CCT (for condominium units) in the corporation’s name

Step 6: Post-registration updates

  • Update Tax Declaration with the City/Municipal Assessor
  • Ensure real property tax billing is transferred
  • Update condominium corporation records (if condo)
  • Record internal asset documentation for accounting and governance

9) Typical document checklist (corporate buyer)

Requirements vary by RD and BIR office, but commonly requested items include:

Corporate identity and authority

  • SEC Certificate of Incorporation
  • Articles of Incorporation and By-Laws
  • Latest General Information Sheet (GIS)
  • Board Resolution authorizing acquisition and naming authorized signatory
  • Secretary’s Certificate
  • Valid IDs of signatories, specimen signatures
  • Corporate TIN and BIR registration details

Property and transfer

  • Owner’s duplicate title / certified true copy of title
  • Notarized deed (sale/assignment/donation)
  • Latest tax declaration and tax clearance
  • Proof of payment of CGT/income tax, DST, and local transfer tax
  • BIR authorization for registration (CAR or equivalent)
  • RD forms and payment of registration fees

Nationality compliance (for land)

  • Documents demonstrating Filipino ownership threshold
  • In more complex ownership structures: additional disclosures to support Filipino qualification

10) Key limits and risk areas

A. Constitutional nationality restriction (land)

A corporation not meeting the Filipino ownership threshold is generally disqualified from owning land. Consequences can include:

  • refusal of registration,
  • vulnerability of the transaction to nullity challenges,
  • exposure under anti-circumvention laws,
  • forfeiture/escheat-type risks in extreme enforcement scenarios.

B. Anti-Dummy and circumvention risks

Arrangements where Filipinos are used as mere nominees, or where foreigners effectively control landholdings through prohibited means, can lead to:

  • criminal liability (under anti-dummy laws),
  • contract invalidation,
  • inability to enforce side agreements,
  • reputational and compliance exposure (especially for regulated entities and banks).

C. Banks and certain regulated entities: holding-period and purpose limits

Some entities (notably banks) may acquire real estate under specific conditions (e.g., for bank premises, or through foreclosure/settlement of debts) and may be subject to mandatory disposal periods and regulatory limits.

D. Agrarian reform and agricultural land issues

Even a qualified corporation can face practical and legal constraints:

  • CARP coverage, retention and distribution issues, transfer restrictions for awarded lands
  • need for DAR clearances in certain situations
  • land use conversion restrictions

E. Corporate changes after acquisition (loss of qualification)

If a landholding corporation later becomes disqualified due to changes in ownership/control (e.g., foreign ownership rises above allowable limits), the landholding may become constitutionally problematic and can trigger pressure to divest and heightened legal exposure.

F. Corporate purpose and ultra vires concerns

While modern corporate purposes are often broad, acquisitions wholly unrelated to corporate purposes, or without proper approvals, can create internal governance disputes and third-party risk (especially if the counterparty knew of authority defects).


11) Common scenarios (how title ends up in a corporation’s name)

A corporation may register real property in its name through:

  • Purchase (most common)
  • Contribution as paid-in capital (property exchanged for shares; requires careful SEC/BIR/RD compliance)
  • Donation (subject to donor’s tax and corporate capacity)
  • Merger/consolidation (property transferred by operation of law with required registrations)
  • Foreclosure or dacion en pago (common for lenders; often regulated)
  • Testamentary disposition (a corporation can receive property by will in appropriate cases, subject to capacity and restrictions)

12) Practical takeaways

  • Yes, corporations can hold and register real property, but land requires that the corporation be constitutionally qualified (commonly: ≥60% Filipino-owned).
  • Foreign or foreign-owned corporations generally cannot own land, but may use leasing, acquire condominium units within the 40% foreign cap framework, and structure rights over improvements on leased land—without prohibited circumvention.
  • Registration into the corporate name is a tax-and-document driven process: corporate authority documents + BIR authorization + local transfer taxes + RD requirements.
  • The highest-risk issues are nationality compliance, authority/approval defects, and title/annotation and agrarian due diligence failures.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.