Dual Citizenship (RA 9225) and Business Incorporation for Foreign Nationals in the Philippines: A Step-by-Step, Do-It-Right Guide

Last updated for general legal principles through 2024. This is an informative overview—complex facts can change the outcome. For decisions or filings, consult Philippine counsel or a qualified consultant.

At a Glance

RA 9225 (2003) lets natural-born Filipinos who lost citizenship by foreign naturalization re-acquire Philippine citizenship by taking an oath of allegiance. Rights as a Filipino are restored (vote, own land, run a business, etc.), subject to ordinary qualifications.
Foreign nationals (including dual citizens with foreign co-investors) can start or invest in Philippine businesses subject to constitutional caps, the Foreign Investments Act (FIA), sector-specific laws, and compliance (SEC, BIR, LGU permits, DOLE, immigration, etc.).
Strategy tip: If you are a former Filipino, re-acquire Philippine citizenship first. It often simplifies ownership limits (e.g., land, equity caps) and reduces friction in permits and operations.

Part I — Dual Citizenship Under RA 9225

1) Who Qualifies

You are eligible to re-acquire Philippine citizenship if:

You were natural-born Filipino (citizen from birth under jus sanguinis) and
You lost Philippine citizenship solely by naturalization in a foreign country.

Natural-born means at least one Filipino parent at your birth; being born in the Philippines is not required.

2) What RA 9225 Restores—and the Fine Print

Once approved and after taking the oath:

You regain full civil and political rights of a Filipino: live/work in the Philippines, own land, run a business, vote (after registering), and hold titles to property as a Filipino.
Public office / elective posts: Philippine law typically requires personal and sworn renunciation of all foreign citizenship before filing for certain elective posts or accepting certain sensitive appointments, plus all standard qualifications (residency, age, etc.).
Professions: Many regulated professions are citizen-only or require PRC licensing/registration; reacquisition helps, but you still must re-license.
Tax residence: A resident citizen is taxed on worldwide income; a non-resident citizen (living and working abroad and meeting statutory criteria) is taxed only on Philippine-source income. RA 9225 doesn’t force you into one category; your facts (presence/abode) do.
Property: As a Filipino again, you may own land and houses/condos in your name. You may also inherit land (foreigners can acquire by hereditary succession; as a dual citizen, you’re a Filipino heir outright).

3) Derivative Benefits for Children

Minor, unmarried children (<18) data-preserve-html-node="true" included in a parent’s RA 9225 petition can derive citizenship.
Children who were already Filipino by blood (e.g., born when a parent was still Filipino) usually pursue “Recognition as a Filipino Citizen” instead of RA 9225. Paperwork is similar but not identical.

4) Where and How to Apply—Step-by-Step

A. If applying abroad (Philippine Embassy/Consulate):

Prepare documents (requirements vary slightly by post):
- Philippine Statistics Authority (PSA) birth certificate (or acceptable proof you were natural-born).
- Valid foreign passport and proof you acquired foreign citizenship (e.g., naturalization certificate).
- Old Philippine passport (if any), marriage certificate or legal name-change docs (if applicable).
- 2x2 photos, completed RA 9225 forms, consular fees.
Book appointment & file the petition.
Take the Oath of Allegiance.
Receive your Identification Certificate (IC), Oath and Order of Approval.
Apply for a Philippine passport (often at the same post after issuance of the IC).

B. If applying in the Philippines (Bureau of Immigration):

File the Petition for Re-acquisition with similar proofs.
Take the Oath when scheduled.
Receive IC, Oath, and Order of Approval.
Apply for a Philippine passport (DFA).

Apostille: Foreign documents typically must be apostilled (or consularized if from a non-apostille country).

5) After Approval—Practical To-Dos

Philippine Passport: Travel using your PH passport when entering/leaving the Philippines. If you use your foreign passport, always carry your IC to avoid being treated as a foreigner on entry/exit.
Voter Registration: Enroll with COMELEC (local precinct or overseas voting).
Tax & IDs: If you’ll work/invest, get a TIN (BIR Form 1904/1903 as applicable), update PhilHealth, SSS, Pag-IBIG where relevant, and obtain a Philippine National ID (optional but handy).
Property & Estates: As a Filipino again, you can acquire and title land in your name. For co-ownership with a foreign spouse in land-sensitive sectors, seek advice to structure correctly.

Part II — Business Options for Foreign Nationals (and Dual Citizens)

1) The Rulebook You Must Respect

1987 Constitution (ownership caps; e.g., certain sectors reserved to Filipinos).
Foreign Investments Act (FIA) (RA 7042, as amended): baseline for foreign participation; USD 200,000 paid-in capital rule for many domestic market enterprises (DME), with limited reductions (e.g., USD 100,000 if advanced technology or ≥50 direct Filipino employees). Export enterprises (≥60% output for export) have more lenient capital rules.
Foreign Investment Negative List (FINL): enumerates activities partly or fully reserved to Filipinos (0%, 20%, 25%, 30%, 40% maximum foreign equity, depending on the activity). This list and special laws are periodically amended.
Sector-specific liberalization: Recent reforms opened/selectively liberalized areas (e.g., retail trade, public services). Always verify current thresholds and definitions for your exact activity.
Anti-Dummy Law (Commonwealth Act 108, as amended): No sham/nominee arrangements to skirt nationality limits; penalties apply. In partially nationalized activities, board/officer nationality quotas and management control restrictions can bite.
Land Ownership & Leasing:
- Foreigners cannot own land directly (they can own condo units up to 40% of a project).
- Corporations with ≤40% foreign equity may own land.
- Long-term land lease possible (typically up to 50 years, renewable for 25 under the Investor’s Lease Act).

Dual citizens are Filipinos. They can individually own land and operate in Filipino-only sectors (subject to each sector’s professional/license or other requirements). If they incorporate with foreign co-owners, the corporation’s nationality is what matters for regulated sectors.

2) Choosing the Right Vehicle

Domestic Stock Corporation (most common):
- 1–15 incorporators (can be natural persons or juridical entities, Filipino or foreign, except activities reserved to Filipinos).
- One Person Corporation (OPC): Single-shareholder corporation (yes, a foreign natural person can form an OPC if the activity allows foreign equity and capital rules are met).
- No general minimum capital (under the Revised Corporation Code, RA 11232), but foreign ownership may trigger FIA or special-law minimums.
Branch Office of a Foreign Corporation:
- No separate Philippine juridical person; parent is liable.
- Needs an SEC license and resident agent; must assign capital for Philippine operations.
Representative Office:
- Non-revenue support/liaison; expenses funded by parent; not allowed to derive income in the Philippines.
Regional/Headquarter set-ups:
- RHQ/ROHQ variants exist for coordination/regional activities. Incentive/tax rules have evolved—review specifics for your case.
Partnerships:
- General (all partners liable) or Limited (at least one general partner). Nationality and sector rules still apply.
Sole Proprietorship:
- Registered with DTI (business name). Foreigners may face capital and sector restrictions; corporations are often cleaner for foreign participation.

3) Computing Corporate “Nationality”: Control vs. Grandfather Rules

Control Test (default): If ≥60% of the voting shares are Filipino-owned, the corporation is a Philippine national.
Grandfather Rule (look-through): Applied in nationalized activities or where Filipino control is doubtful; you trace ownership through layers to compute the effective Filipino interest.

Example (grandfathering): Corp X (60% Filipino / 40% foreign) owns 60% of Corp Y; a foreigner owns the other 40% of Y directly. Effective Filipino interest in Y = 60% (Filipino in X) × 60% (X’s stake) = 36%. Total Filipino interest in Y = 36% (through X) + 0% (through direct foreign) = 36% → Not a Philippine national for a 60%-Filipino-required activity.

Tip: If you’re a dual citizen planning a sector with Filipino-ownership quotas, own shares directly (not through mixed holding companies) to make the Filipino percentage crystal-clear.

Part III — Step-by-Step: Incorporating a Philippine Corporation

The outline below assumes a regular stock corporation. Notes for OPC, branch, and rep office follow.

Phase 0 — Pre-Feasibility & Structure

Confirm activity is allowed for your target foreign-ownership level (check Constitution/FINL/special laws).
Pick entity type (Corp vs. OPC vs. Branch/Rep Office) and equity split.
Capital planning:
- Observe FIA minimums (e.g., USD 200k for many DMEs; export enterprises more flexible).
- For corporations: follow the 25%–25% rule (at least 25% of authorized capital subscribed; at least 25% of subscription paid-in). RCC removed the old ₱5,000 minimum paid-in, but special laws may require more.
Banking & FX: For foreign equity, route funds via a Philippine bank so you hold inward remittance proof (important for repatriation and documentation).

Phase 1 — SEC Incorporation

Name check & reservation via SEC online (eSPARC/OneSEC).
Draft & e-file:
- Articles of Incorporation & Bylaws (or OPC Articles + Nominee/Alternate Nominee designations).
- Primary/secondary purposes precisely describe activities.
- Directors (2–15); each must own at least 1 share. (OPC has a single director.)
- Officers: President (must be a director), Treasurer (SEC practice commonly expects a resident treasurer), Corporate Secretary (must be a resident).
Foreign-owner documents (if any):
- Board resolution authorizing the investment.
- Articles/Bylaws & Certificate of Good Standing of the foreign company.
- Latest audited financials (for branches/rep offices).
- Apostille (or consularized) on foreign documents.
Pay SEC fees; receive Certificate of Incorporation (or License for branch/rep office) and Company Registration Number.

Special notes:

OPC: One shareholder (natural person, trust, or estate). A foreign natural person may form an OPC if the activity permits foreign equity and capital rules are met. You must name a Nominee and Alternate Nominee who take over upon death/incapacity.
Branch/Rep Office: Appoint a Resident Agent (individual or local law firm). Branches must assign capital for operations; Rep offices must show annual support from the parent.

Phase 2 — Post-SEC Registrations (Do these immediately)

BIR (Bureau of Internal Revenue)
- Register (BIR Form 1903), secure TIN, and Authority to Print (or e-receipts if covered).
- Books of Accounts stamping.
- Pay applicable Documentary Stamp Taxes (e.g., original share issuance), registration fee, and set up correct withholding and VAT (or non-VAT) profiles.
LGU Permits
- Barangay Clearance → Mayor’s/Business Permit (city/municipality).
- Ancillary: Fire Safety Inspection Certificate, sanitation/occupancy as needed.
Statutory Agencies (for employers)
- SSS, PhilHealth, Pag-IBIG employer registrations.
Bank Accounts
- Open corporate accounts; keep inward remittance records for equity and intercompany loans.
Other Sector Licenses (if regulated)
- E.g., DTI (for specific trades), NPC (Data Privacy registration for certain processing), FDA, DENR, BSP, NTC, etc., as applicable.
Immigration & Labor (for foreign directors/officers/employees)
- AEP (Alien Employment Permit) from DOLE for working foreigners.
- 9(g) pre-arranged employment visa or other appropriate visas (e.g., SIRV, SVEG, SRRV depending on profile and goals).
- If a dual citizen is working as a Filipino, AEP/visa is typically not needed—but ensure your HR files include RA 9225 IC and PH IDs.

Phase 3 — Ongoing Compliance

SEC
- GIS (General Information Sheet) annually and within 30 days of annual stockholders’ meeting or anniversary date (check your exact trigger).
- AFS (Audited Financial Statements) annually; follow SEC/BIR deadlines and thresholds for audit.
- Maintain beneficial ownership disclosures as required.
BIR
- Monthly/quarterly withholding and income tax returns; VAT/percentage tax; annual ITR.
- e-Invoicing/EIS if designated (e.g., large taxpayers/exporters/platforms).
LGU
- Annual business permit renewal (January), real property tax if you own property.
Employment
- Standard labor compliance (contracts, DOLE reporting, OSH, 13th month, payroll taxes).

Part IV — Special Topics You’ll Be Glad You Read

1) Land, Condos, and Offices

Dual citizens can buy land and homes outright; title in your Filipino name.
Foreigners can own condo units (project cap 40% foreign) but not the land underneath; long-term land leases are allowed.
Corporate holding of land: Only corporations that are Philippine nationals (≥60% Filipino) may own land.

2) Retail, Public Services, and Other “Tricky” Sectors

Retail trade and public services have special statutes and evolving thresholds. Expect paid-in capital floors, operational conditions, and sometimes store-level minimums. Verify current numbers for your plan.
Professions, mass media, small-scale mining, private security and other reserved activities have strict citizenship rules—many are Filipino-only (or have tight caps).

3) Anti-Dummy Law Do’s & Don’ts

Don’t use dummies/nominees to feign Filipino ownership.
Don’t allow management/control rights that exceed your lawful foreign equity share in nationalized activities.
Do align board seats, officer appointments, quorum/voting rules, and shareholder agreements with the actual ownership mix and legal limits.
Do keep clean records of Filipino vs. foreign beneficial owners.

4) Taxes, Treaties, and Repatriation

Corporate income tax and incentives have evolved (e.g., CREATE law). Incentives can include Income Tax Holiday and/or enhanced deductions; ecozone locators may access special regimes. Apply via BOI/PEZA/other IPAs before you invest.
Withholding taxes (dividends, interest, royalties) and treaty relief may apply to foreign investors.
FX/Risk: Keep bank certificates of inward remittance and comply with BSP rules to facilitate repatriation of dividends/capital.

5) Board/Officer Practicalities

President must be a director.
Treasurer is often required to be resident in the Philippines (check current SEC practice).
Corporate Secretary must be a resident and citizen in many setups (best practice; sector rules may also require it).
For partially nationalized activities, board composition must mirror allowable nationality ratios; foreigners can be directors/officers only to the extent allowed.

6) Branch vs. Subsidiary—How to Pick

Branch: simpler to set up for some, but parent liability and licensing caps can be sensitive in nationalized sectors; tax treatment differs.
Subsidiary (domestic corp): ring-fences liability; easier to show Philippine nationality if you need 60% Filipino ownership; can be essential for land ownership.

Part V — If You’re a Former Filipino (Dual Citizen) Planning a Business

Your playbook:

Complete RA 9225 first and get your IC & PH passport.
Decide: solo (OPC or sole shareholder of a corporation) or with partners.
If you need to own land (factory/office), target a Philippine-national corporation (≥60% Filipino). As a Filipino, you can be the 60% by yourself; foreign spouse/co-investors can hold the rest where allowed.
In reserved sectors, ensure 100% Filipino where required (e.g., certain media/professional practice)—you may qualify individually as a Filipino.
Build documents to prove Filipino ownership clearly (avoid multi-layered structures that trigger grandfathering doubts).

Part VI — Checklists

A) RA 9225 (Re-acquisition) Quick Checklist

☐ PSA Birth Certificate / proof natural-born
☐ Foreign passport + naturalization certificate
☐ Old PH passport (if any), marriage/name-change docs
☐ 2x2 photos, completed forms, fees
☐ Oath of Allegiance appointment
☐ Receive IC/Oath/Order; apply PH passport
☐ COMELEC voter registration (local or overseas)
☐ Update TIN/IDs if working/investing in PH

B) New Corporation (Foreign or Dual Citizens) Quick Checklist

☐ Confirm sector and foreign-equity allowance
☐ Decide entity (Corp/OPC/Branch/Rep) and equity split
☐ Capital plan (FIA minimums; 25%-25% rule)
☐ Name reservation (SEC)
☐ Articles/Bylaws (or OPC docs); officers set
☐ Apostilled foreign docs (if any)
☐ SEC filing & fees → Certificate of Incorporation
☐ BIR registration (TIN, books, DST, ATP/e-invoice)
☐ Barangay & Mayor’s Permit, Fire/Sanitary
☐ SSS/PhilHealth/Pag-IBIG (if hiring)
☐ Bank accounts (retain inward remittance proofs)
☐ Sector licenses (if regulated)
☐ AEP/visa for foreign hires (not needed for dual citizens working as Filipinos)
☐ Ongoing compliance: SEC GIS/AFS, BIR returns, LGU renewals

Part VII — Common Pitfalls (and How to Avoid Them)

Skipping RA 9225 before buying land or incorporating in a reserved sector as a former Filipino. Fix: Re-acquire first; title deeds and permits become smoother.
Using “nominee” shares to fake compliance. Fix: Don’t. Align real economics and control with the law.
Under-estimating retail and public-service special laws (minimum capital/store rules or redefinitions). Fix: Verify current thresholds for your exact business model.
Forgetting visa/AEP for foreign managers. Fix: Map roles to visa/AEP timelines early.
Messy ownership layers causing grandfathering failures. Fix: Keep structures clean; let Filipino ownership be direct and provable.
Not documenting inward remittances. Fix: Keep bank certifications for capital and loans—crucial for repatriation and audits.

Part VIII — FAQs

Q: Can a dual citizen own 100% of a company in a reserved sector? A: As a Filipino, yes (subject to any profession-specific or special law limits). If you bring in foreign co-owners, the corporate nationality rules apply.

Q: I’m a foreigner (no Filipino roots). Can I own 100% of a domestic company? A: Often yes for activities not on the FINL and if you meet FIA and special-law capital rules—but not for land ownership and several reserved sectors.

Q: Can foreigners own houses/land? A: Land: No (with an exception for hereditary succession). Houses/condos: Houses, no land beneath; condos allowed up to 40% foreign per project.

Q: What if my foreign parent company wants a branch instead of a subsidiary? A: Possible, but ensure the activity is not reserved and be mindful of parent liability and tax/permit differences.

Q: Do I need to renounce my foreign citizenship after RA 9225? A: No for ordinary life/business. Yes (by formal sworn renunciation) if you’ll run for certain elective offices or accept certain appointments.

Final Notes & Good-Practice Reminders

Laws evolve (e.g., reforms to retail, public services, incentives). For a live project, double-check the current FINL, sector rules, and SEC/BIR practice before filing.
Keep a compliance calendar (SEC GIS/AFS; BIR monthly/quarterly/annual; LGU renewals).
If you’ll process personal data at scale or sensitive data, assess Data Privacy Act registration and safeguards.
For cross-border structures, address transfer pricing, treaty relief, and permanent establishment risk early.

Want this tailored to your exact sector, city, and ownership mix?

Tell me your intended business activity, partners (Filipino/foreign), target location, and export vs. domestic focus, and I’ll draft a filing-ready checklist with capital, ownership math, and timelines.