Quick answer

A corporation may own private land in the Philippines only if it satisfies the constitutional nationality requirement: at least 60% of its capital must be owned by Philippine citizens. Foreign ownership must therefore not exceed 40%, and the Filipino ownership must be genuine—not a nominee or “dummy” arrangement.

A foreign corporation or a Philippine corporation that does not meet the 60% Filipino-capital requirement generally cannot acquire Philippine land. It may lease private land instead, subject to applicable law. Qualified foreign investors may now obtain a long-term lease for an aggregate period of up to 99 years under the amended Investors’ Lease Act, provided the investment, use, registration, and other statutory requirements are met.

These rules concern the land itself. Buildings, condominium units, leasehold rights, and other interests may be governed differently.

The constitutional rule

Article XII, Section 7 of the 1987 Constitution provides that, except in cases of hereditary succession, private land may be transferred only to persons or entities qualified to acquire or hold land of the public domain.

For corporations, the practical rule is:

At least 60% of the corporation’s capital must be owned by Filipino citizens.
Foreign participation may generally be no more than 40%.
The ownership structure must be real in substance, not merely compliant on paper.

The Supreme Court has repeatedly treated corporations or associations with a maximum of 40% foreign equity as qualified to own private land. The constitutional restriction applies to residential, commercial, industrial, and agricultural land—not only to farmland. See, for example, the Court’s discussion in Pangilinan v. Cayetano, G.R. Nos. 184635 and 185366.

The rule is a qualification to acquire land, not a promise that any qualified corporation can acquire any property. Agrarian-reform laws, land-use restrictions, Indigenous Peoples’ rights, environmental rules, nationality restrictions affecting the corporation’s business, and restrictions annotated on the title may still prevent or limit the transaction.

What “60% Filipino-owned” means in practice

The corporation should be able to prove that Filipino shareholders genuinely own the required interest. A transaction should not rely only on the names appearing in a stock and transfer book or General Information Sheet.

Before acquisition, counsel should examine:

The citizenship of individual shareholders
The nationality and ownership chain of every corporate shareholder
Voting rights attached to each class of shares
Economic rights, including dividends and liquidation preferences
Voting, option, trust, financing, or management arrangements that may transfer effective control or beneficial enjoyment
Subscription payments and the source of funds
Side agreements affecting the Filipino shareholders’ ability to vote, sell, or receive the benefits of their shares

A 60–40 entry in corporate records does not cure an arrangement in which the supposed Filipino shareholders hold shares only for a foreign investor. Layered corporate ownership may require tracing the ultimate ownership rather than stopping at the corporation named in the stock ledger.

The precise nationality computation can become fact-sensitive when there are holding companies, several share classes, convertibles, options, or shareholder agreements. Obtain a written legal opinion before the corporation signs or pays for the land if any of these features are present.

Domestic corporation versus foreign corporation

In an ordinary acquisition, the landholding vehicle is a corporation organized under Philippine law whose ownership satisfies the constitutional requirement. Merely registering a foreign corporation to do business in the Philippines does not make it qualified to own land.

Likewise, incorporating a Philippine subsidiary is not enough if more than 40% of its capital is foreign-owned or if Filipino ownership is simulated. The subsidiary’s actual capital and beneficial-ownership structure must comply.

The corporation should also confirm that its articles of incorporation and corporate approvals permit the proposed acquisition and intended use. A board resolution, secretary’s certificate, and proof of the authorized signatory are normally required for the deed and its registration.

Private land and public land are different

A qualified corporation may purchase and own private land. It cannot purchase alienable land of the public domain directly.

Under Article XII, Section 2 of the Constitution, private corporations or associations may hold alienable land of the public domain only by lease, subject to these constitutional limits:

Maximum term: 25 years
Renewal: not more than another 25 years
Maximum area: 1,000 hectares

Only agricultural land of the public domain may be declared alienable. Forest, mineral, and national-park lands cannot be treated as private or disposable merely because someone occupies them, pays taxes on them, or holds a tax declaration.

Before buying untitled or formerly public land, require competent proof that it has lawfully become private property. A tax declaration, survey plan, local certification, or long possession by itself is not equivalent to a Torrens title or conclusive proof of private ownership.

Can a foreign-owned corporation lease land?

Yes. A corporation that is not qualified to own Philippine land may generally lease privately owned land.

Long-term leases for qualified foreign investors

Republic Act No. 12252, enacted in 2025, amended the Investors’ Lease Act and increased the permissible aggregate lease period for qualified foreign investors to a maximum of 99 years.

The 99-year period is not automatic. Among the statutory conditions are:

The lessee must have an approved and registered investment under the Foreign Investments Act, CREATE as amended, another applicable law, or the investment requirements of the appropriate Investment Promotion Agency.
The property must be used solely for the approved and registered investment agreed upon by the parties.
The leased area must be reasonably required for that investment and remains subject to agrarian-reform and local-government laws.
The commencement date and maximum duration must be certain.
The land’s technical description must be clear.
The investor must show preparatory acts toward commencing the project.
The contract must provide for termination if the authorized purpose changes or the project is not commenced within a reasonable period.
The lease must be registered with the Registry of Deeds and annotated on the certificate of title.

Registration is the operative act that makes a qualifying long-term lease binding against third persons. A sublease must also meet the law’s conditions, have the lessor’s consent where required, and be registered and annotated.

For tourism projects, the law requires an investment of at least USD 5 million, with 70% infused into the project within three years from signing the lease.

A shorter maximum period may be imposed by the President, upon the recommendation of the Fiscal Incentives Review Board or another relevant agency, for investors in vital services or industries considered critical infrastructure, in the interest of national security, or under national-development priorities. The DTI Board of Investments and Land Registration Authority issued implementing rules for the amended law.

Foreign persons and entities that do not qualify as covered investors remain subject to the ordinary laws governing leases to foreigners. They should not assume that every private lease may run for 99 years.

Ownership of condominium units

A condominium unit is not treated exactly like a direct purchase of a land parcel. Under the Condominium Act, Republic Act No. 4726, foreigners and foreign-owned corporations may generally acquire condominium units where the project’s ownership structure complies with constitutional limits.

Where the common areas, including the land, are held by a condominium corporation, foreign ownership must not exceed 40% of that corporation’s capital. The Supreme Court has recognized this framework in Hulst v. PR Builders, Inc., G.R. No. 156364.

Before buying, verify the project’s current foreign-ownership allocation, the condominium certificate of title, master deed, declaration of restrictions, condominium corporation records, and any restrictions on corporate buyers. A developer’s marketing statement is not a substitute for documentary confirmation.

Important exceptions affecting individuals—not ordinary corporations

Some exceptions commonly mentioned in discussions of foreign land ownership apply to people, not to foreign-owned corporations.

Hereditary succession

The Constitution recognizes an exception for land acquired through hereditary succession. Whether a foreign heir qualifies, and the extent of the interest inherited, depend on the succession documents and applicable law. A purchase disguised as an inheritance is not protected by this exception.

A proposed transfer through a will, waiver, partition, settlement, or assignment should be reviewed separately. Do not assume that every transfer connected with an estate is automatically valid for an otherwise disqualified transferee.

Former natural-born Filipino citizens

Article XII, Section 8 of the Constitution allows former natural-born Filipino citizens to acquire private land within statutory limits.

For residential use, Batas Pambansa Blg. 185 generally permits up to:

1,000 square metres of urban land; or
One hectare of rural land.

For business or other purposes, Section 10 of the Foreign Investments Act, as amended by Republic Act No. 8179, generally permits up to:

5,000 square metres of urban land; or
Three hectares of rural land.

The statutes contain rules on the number and location of lots and on choosing between urban and rural land. These are personal statutory rights of qualifying former natural-born Filipinos; a foreign-owned corporation cannot claim them as its own exemption.

A former Filipino who has validly reacquired Philippine citizenship may be treated as a current Filipino citizen, but citizenship records should be checked before the deed is signed.

Nominee and “dummy” arrangements are dangerous

Putting land in the name of Filipino shareholders, an employee, a spouse, a friend, or a supposedly 60%-Filipino corporation while a foreign investor secretly supplies the money and controls or enjoys the land can violate the Constitution and the Anti-Dummy Law, Commonwealth Act No. 108.

The Anti-Dummy Law prohibits, among other conduct:

Simulating the Filipino capital required by law
Allowing an unqualified person to use, exploit, or enjoy a reserved property or right
Transferring control or enjoyment to an unqualified person
Knowingly assisting the prohibited arrangement

Violations may expose the participants and responsible corporate officers to criminal penalties, forfeiture, and corporate dissolution. The statute provides imprisonment of five to 15 years for specified violations and fines tied to the value of the right or property, subject to the statutory minimum. The exact charge and penalty depend on the act proved and the applicable version of the law.

A private side agreement saying that the Filipino titleholder must return the property whenever the foreign investor asks is not a safe workaround. It may instead become evidence of the prohibited arrangement.

Agricultural land needs separate review

A corporation’s nationality qualification does not remove agricultural land from the Comprehensive Agrarian Reform Program.

Under the Comprehensive Agrarian Reform Law, Republic Act No. 6657, agricultural character, actual use, tenancy, notices of coverage, awards to beneficiaries, retention rules, conversion orders, and restrictions on transfers can materially affect the proposed acquisition.

For agricultural or formerly agricultural property:

Confirm its legal classification and actual use.
Obtain the relevant DAR certifications, orders, clearances, or conversion records.
Check for farmer-beneficiaries, agricultural lessees, occupants, and pending agrarian cases.
Verify whether any Certificate of Land Ownership Award, emancipation patent, notice of coverage, or restriction has been issued.
Do not rely solely on zoning or a tax declaration to conclude that the land is non-agricultural.

DAR clearance may be compulsory before a transfer can be registered. The Department’s current rules identify transactions requiring a Land Transfer Clearance.

Due diligence before the corporation commits

The safest approach is to complete legal, corporate, technical, tax, land-use, and physical due diligence before paying a non-refundable deposit.

Verify the title

Obtain a fresh certified true copy directly from the Registry of Deeds or through the LRA eSerbisyo portal. Compare it with the seller’s owner’s duplicate.

Check:

Registered owner’s exact name and civil or corporate status
Title number, lot number, area, boundaries, and technical description
Mortgages, liens, adverse claims, notices of levy, lis pendens, easements, restrictions, and prior annotations
Whether the title appears administratively reconstituted or carries unusual annotations
Whether the property description matches the survey and the land actually shown to the buyer

The Land Registration Authority specifically recognizes a certified true copy as a due-diligence document for buying, selling, and leasing property.

Verify the seller and authority to sell

For a corporate seller, obtain and validate:

SEC certificate and current corporate records
Articles of incorporation and bylaws
Latest General Information Sheet
Board and, when required, shareholder approval
Secretary’s certificate
Authority and identification of the signatory
Records showing whether the disposition involves all or substantially all corporate assets
Required lender, regulator, co-owner, or third-party consents

For an estate, married owner, attorney-in-fact, trustee, or co-owned property, verify the authority of every person whose participation is legally necessary.

Confirm the buyer corporation’s qualification

Preserve:

SEC certificate of incorporation
Articles and bylaws
Current General Information Sheet
Stock and transfer book extracts
Subscription and payment records
Citizenship evidence for Filipino individual shareholders
Corporate-ownership charts and supporting records for entity shareholders
Beneficial-ownership declarations
Relevant shareholder, voting, trust, option, financing, and management agreements
Board resolution approving the purchase
Secretary’s certificate and signatory authority
Written nationality opinion where the structure is not straightforward

Recheck compliance immediately before signing and registration. A share transfer, conversion, merger, option exercise, or funding arrangement occurring during the transaction may change the analysis.

Investigate the land, not only the paper title

Commission an independent relocation survey and inspect the property. Determine whether there are:

Occupants, tenants, informal settlers, caretakers, or adverse possessors
Boundary overlaps, encroachments, missing monuments, or access problems
Unregistered leases, rights of way, or utility easements
Unpaid real-property taxes or special assessments
Zoning, building-height, heritage, environmental, watershed, foreshore, protected-area, ancestral-domain, or other use restrictions
Pending court, DAR, DENR, local-government, or administrative proceedings
Structures lacking permits
Flood, fault, drainage, contamination, or geotechnical issues

A clean-looking title does not establish that the intended project is permitted or physically feasible.

From contract to registration

Requirements vary with the transaction and Registry of Deeds, but a private-land purchase commonly involves these stages:

Document the due-diligence conditions. Use a term sheet or conditional agreement that identifies the required title, corporate, tax, land-use, and regulatory documents.
Secure corporate approvals. The board resolution should identify the land, price, transaction authority, and authorized signatories.
Execute and notarize the proper deed. Citizenship and corporate details must be accurate. Do not backdate documents or state consideration that differs from the real agreement.
Settle applicable national taxes and obtain the BIR electronic Certificate Authorizing Registration.
Pay the applicable local transfer tax and obtain real-property-tax clearance.
Obtain DAR or other agency clearances where required.
Register the deed with the Registry of Deeds. Submit the owner’s duplicate title and all supporting corporate, tax, and clearance documents required for the transaction.
Obtain the new transfer certificate of title.
Update the tax declaration and local assessment records.
Preserve the complete closing file.

Taxes, filing periods, and documentary requirements depend on whether the instrument is a sale, donation, exchange, contribution to capital, merger, foreclosure, or another form of transfer. Confirm the applicable BIR and local-government deadlines for the actual instrument; there is no single deadline that safely applies to every land acquisition.

The LRA publishes its current registration-service requirements in its Citizen’s Charter.

Common mistakes

Assuming that incorporation in the Philippines automatically qualifies a company to own land
Counting only direct shareholders and ignoring ownership through holding companies
Treating Filipino nominees as genuine owners despite secret control or repayment arrangements
Assuming the 40% foreign ceiling applies only to voting shares without reviewing all economic and control rights
Signing before checking the latest title and corporate records
Treating a tax declaration as proof of ownership
Buying untitled property without proof that it lawfully became private land
Ignoring DAR requirements because the local zoning is already commercial or residential
Believing a 99-year lease is available to every foreign lessee
Failing to register and annotate a long-term lease
Confusing ownership of a building or condominium unit with ownership of the underlying land
Paying the full price before liens, occupants, access, taxes, and regulatory clearances are resolved
Allowing the corporation’s Filipino ownership to fall below the required level after acquisition

Evidence to preserve

Keep original or authenticated copies of:

The prior and newly issued titles
Certified true copies obtained during due diligence
Deed, lease, amendments, and side agreements
Corporate approvals and secretary’s certificates
Corporate nationality and beneficial-ownership records
Proof of citizenship and subscription payments
Tax returns, payment receipts, BIR authorization, and local tax clearances
DAR, DENR, Indigenous Peoples, zoning, environmental, and development records
Surveys, plans, photographs, inspection reports, and turnover documents
Payment records and escrow instructions
Registry of Deeds receipts and tracking records
Correspondence disclosing occupants, claims, defects, or conditions

These records may be essential if nationality, authority, title, tax compliance, boundaries, land classification, or the parties’ real agreement is later questioned.

When legal help is urgent

Consult a Philippine property and corporate lawyer before signing or paying if:

The corporation has any foreign shareholder
Ownership passes through one or more corporate entities
There are preferred shares, options, convertibles, voting agreements, or nominee arrangements
A foreign investor funded the Filipino shareholders’ equity
The property is agricultural, untitled, inherited, reconstituted, occupied, or formerly public land
The seller cannot produce the owner’s duplicate title
The title contains an adverse claim, levy, mortgage, lis pendens, or unfamiliar restriction
The transaction uses a trust, usufruct, very long lease, option to buy, or unusual side agreement
A Registry of Deeds, SEC, DAR, DENR, BIR, local government, heir, co-owner, tenant, or occupant has objected
The corporation’s Filipino ownership may fall below 60%
A demand letter, cancellation notice, summons, subpoena, or government investigation has been received

Do not try to repair a potentially prohibited structure through new documents without advice. Later transfers can affect remedies, third-party rights, taxes, and criminal exposure.

Frequently asked questions

Can a corporation own residential or commercial land?

Yes, if it is qualified under the Constitution—ordinarily, a Philippine corporation with at least 60% Filipino capital—and if no other law or title restriction bars the acquisition.

Can a 100% foreign-owned Philippine corporation buy land?

Generally, no. Philippine incorporation does not overcome the constitutional nationality restriction. It may consider a lawful lease or, where suitable, a condominium unit within the Condominium Act’s limits.

Can foreigners own 40% of a landholding corporation?

Generally, yes, provided at least 60% of the capital is genuinely Filipino-owned and the entire structure complies with the Constitution and applicable laws. Complex share classes and indirect ownership require specific review.

Can a foreign company lease land for 99 years?

A qualified foreign investor may enter a lease with an aggregate period of up to 99 years under Republic Act No. 12252. The investment must qualify, the statutory and implementing requirements must be satisfied, and the lease must be registered and annotated. It is not a blanket entitlement for every foreign lessee.

Can a foreigner use a Filipino nominee to buy land?

No. A simulated Filipino ownership arrangement may violate the Constitution and the Anti-Dummy Law and can expose the parties, responsible officers, property, and corporation to serious consequences.

Can the corporation buy agricultural land?

Nationality compliance alone is insufficient. The land may be covered by agrarian-reform laws, tenancy rights, retention and transfer restrictions, or DAR clearance requirements. Complete a separate DAR review before contracting.

Can a corporation own the building but not the land?

Potentially. Ownership of improvements and rights under a land lease can be structured separately, but the lease, construction, accession, financing, tax, termination, and turnover provisions must be carefully drafted. The arrangement cannot be used as a disguised land sale.

Does a tax declaration prove that the seller owns the land?

No. It may support a claim of possession or tax payment, but it is not equivalent to a Torrens title and is not conclusive proof of ownership.

What happens if foreign ownership later exceeds 40%?

The corporation’s continuing qualification and the validity or enforceability of subsequent acts may be placed at risk. Do not issue, transfer, convert, or encumber shares in a way that may breach the required Filipino ownership without obtaining legal advice first.

Official sources

This article provides general legal information, not advice for a particular acquisition or ownership structure. Corporate nationality, land classification, title, succession, agrarian-reform coverage, taxes, and registration requirements depend on the actual documents and facts. Sources and current rules were checked as of 7 September 2026.