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RA 11595 - Retail Trade Liberalization Amendments (2021)

Philippine lawLegal status not independently verified

In brief

AI summary. Verify against the source below.

RA 11595 lowers the paid-up capital needed for foreign retailers to operate in the Philippines and sets new rules on investment per store, labor, and penalties. The law also requires periodic review and encourages stocking locally made products.

Who it affects: The law applies to foreign‑owned partnerships, associations, corporations and single‑proprietorships that want to engage in retail trade in the Philippines.

Key provisions

  • Minimum paid‑up capital. A foreign retailer must have at least ₱25,000,000 in paid‑up capital to register in the Philippines. [Sec. 5]
  • Minimum investment per store. If a foreign retailer operates more than one physical store, each store must have at least ₱10,000,000 in investment, unless the retailer was already operating before this law took effect. [Sec. 5]
  • Capital review every three years. The Department of Trade and Industry (DTI), the Securities and Exchange Commission (SEC), and the National Economic and Development Authority (NEDA) must review the minimum paid‑up capital requirement every three years and report their recommendations to Congress. [Sec. 6]
  • Labor policy for foreign nationals. Foreign retailers may hire foreign workers only after proving that no qualified Filipino is available, in line with the Constitution’s preference for Filipino labor. [Sec. 7]
  • Encouragement to stock locally made products. Foreign retailers are encouraged to keep inventory of products that are manufactured in the Philippines. [Sec. 8]
  • Monitoring agencies and IRR issuance. The SEC monitors partnerships, associations and corporations, while the DTI monitors single proprietorships; both agencies must keep records and issue implementing rules within 90 days of the law’s approval. [Sec. 10]
  • Penalties for violations. Violating any provision can lead to imprisonment of 4‑6 years, a fine of ₱1,000,000‑₱5,000,000, possible deportation for non‑Filipinos, and dismissal plus permanent disqualification for public officials. [Sec. 11]
  • Effectivity. The law becomes effective 15 days after its publication in the Official Gazette or in at least two newspapers of general circulation. [Sec. 13]

Common questions

What is the minimum paid‑up capital required for a foreign retailer?
A foreign retailer must have at least ₱25,000,000 in paid‑up capital to register and operate in the Philippines. [Sec. 5]
How much must be invested per store for foreign retailers with multiple stores?
Each physical store must have a minimum investment of ₱10,000,000, unless the retailer was already operating before this law took effect. [Sec. 5]
How often will the minimum capital requirement be reviewed?
The DTI, SEC, and NEDA must review the required minimum paid‑up capital every three years and submit their recommendations to Congress. [Sec. 6]
What are the penalties for violating the Retail Trade Liberalization Act?
Violators face imprisonment of 4 to 6 years, a fine of ₱1,000,000 to ₱5,000,000, possible deportation for non‑Filipinos, and dismissal plus permanent disqualification for public officials. [Sec. 11]
Which agencies are responsible for monitoring foreign retailers?
The SEC monitors foreign partnerships, associations, and corporations, while the DTI monitors foreign single proprietorships; both keep records of registered retailers. [Sec. 10]
Can foreign retailers hire foreign workers?
Yes, but only after proving that no qualified Filipino citizen is available, in accordance with the Labor Code’s preference for Filipino labor. [Sec. 7]
Are foreign retailers required to sell locally manufactured goods?
The law encourages, but does not require, foreign retailers to keep inventory of products made in the Philippines. [Sec. 8]
When does RA 11595 take effect?
The act takes effect 15 days after its publication in the Official Gazette or in at least two newspapers of general circulation. [Sec. 13]


Eighteenth Congress
Third Regular Session

Begun and held in Metro Manila, on Monday, the twenty-sixth day of July, two thousand twenty one.

[ REPUBLIC ACT NO. 11595, December 10, 2021 ]

AN ACT AMENDING REPUBLIC ACT NO. 8762, OTHERWISE AS THE “RETAIL TRADE LIBERALIZATION ACT OF 2000”, BY LOWERING THE REQUIRED PAID-UP CAPITAL FOR FOREIGN RETAIL ENTERPRISES, AND FOR OTHER PURPOSES

Be it enacted by the Senate and House of Representatives of the Philippines in Congress assembled:

Section 1. Section 3, paragraph (2) of Republic Act No. 8762 is hereby deleted, and replaced with a new paragraph (2), to read as follows:

“Section 3. Definition. – As used in this Act:

“x x x

“(2) ‘Minimum investment per store’ shall include the value of the gross assets, tangible or intangible, including but not limited to buildings, leaseholds, furniture, equipment, inventory, and common use investments and facilities such as administrative offices, warehouses, preparation or storage facilities, as reflected in the financial statements following the accounting standards adopted by the Securities and Exchange Commission (SEC) or the Department of Trade and Industry (DTI), whichever is applicable, shall be pro-rated among the number of stores being served. The paid-up capital may be used to purchase assets for purpose of complying with the investment requirement per store.”

Section 2. Section 5 of Republic Act No. 8762 is hereby amended to read as follows:

“Section 5. Foreign Equity Participation. – Foreign-owned partnerships, associations, and corporations may, upon registration with the Securities and Exchange Commission (SEC), or in case of foreign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), engage or invest in the retail trade business, under the following conditions:

“(a) A foreign retailer shall have a minimum paid-up capital of Twenty-five million pesos (P25,000,000.00);

“(b) The foreign retailer’s country of origin does not prohibit the entry of Filipino retailers; and

“(c) In the case of foreign retailers engaged in retail trade through more than one (1) physical store, the minimum investment per store must be at least Ten million pesos (P10,000,000.00): Provided, That this requirement shall not apply to foreign investors and foreign retailers who are legitimately engaged in retail trade and were not required to comply with the minimum investment per store at the time of the effectivity of this Act: Provided, further, That proof of qualification to engage in retail trade under Republic Act No. 8762 and its implementing rules and regulations is submitted to the DTI.”

“The foreign retailer shall be required to maintain in the Philippines at all times the paid-up capital of Twenty-five million pesos (P25,000,000.00), unless the foreign retailer has notified the SEC or the DTI, whichever is appropriate, of its intention to repatriate its capital and cease operations in the Philippines. The actual use in Philippine operations of the minimum paid-up capital shall be monitored by the SEC, or by the DTI, whichever is appropriate.

“Failure to maintain in the Philippines the paid-up capital required in the preceding paragraph, prior to notification of the SEC or the DTI, whichever is appropriate, shall subject the foreign retailer to penalties or restrictions on any future trading activities/business in the Philippines.ℒαwρhi৷

“For purposes of registration with the SEC or DTI, the foreign retailer shall submit a certification from the Bangko Sentral ng Pilipinas (BSP) of the inward remittance of its capital investment, or in lieu thereof, such other proof certifying that is capital investment is deposited and maintained in a bank in the Philippines.”

Section 3. Section 6 of Republic Act No. 8762 is hereby deleted and replaced with a new Section 6, to read as follows:

“Section 6. Review of the Minimum Paid-up Capital Requirement. – The DTI, SEC, and the National Economic and Development Authority (NEDA) shall review the required minimum paid-up capital every three (3) years from the effectivity of this Act. The DTI, SEC, and NEDA shall each report its recommendation to Congress.”

Section 4. Section 7 of Republic Act No. 8762 is hereby deleted and replaced with a new Section 7, to read as follows:

“Section 7. Labor Policy. – In all cases, the employment of foreign nationals by foreign retailers shall comply with the applicable provisions of the Labor Code on the determination of nonavailability of a competent, able and willing Filipino citizen before engaging the services of a foreign national, with due regard to the State policy under the Constitution to promote the preferential use of Filipino labor.”

Section 5. Sections 8 and 9 of Republic Act No. 8762 are hereby deleted.

Section 6. A new Section is hereby inserted to read as follows:

“Section 8. Promotion of Locally Manufactured Products. – Foreign retailers are encouraged to have a stock inventory of products which are made in the Philippines.”

Section 7. Section 10 of Republic Act No. 8762 is hereby renumbered as Section 9.

Section 8. Section 11 of Republic Act No. 8762 is hereby renumbered as Section 10 and amended to read as follows:

“Section 10. Implementing Agencies; Rules and Regulations. – The monitoring and regulation of foreign retailers allowed to engage in retail trade in the Philippines shall be the responsibility of the SEC, with respect to partnerships, associations, and corporations, or of the DTI, with respect to single proprietorships. Both agencies shall keep a record of the entities engaged in retail trade in the Philippines that are registered with them.

“Within ninety (90) days after the approval of this Act, the DTI, in coordination with the SEC and NEDA, shall formulate and issue the implementing rules and regulations necessary for the implementation of this Act.”

Section 9. Section 12 of Republic Act No. 8762 is hereby renumbered as Section 11 and amended to read as follows:

“Section 11. Penalties. – Violation of any of the provisions of this Act shall be punishable by imprisonment of not less than four (4) years to six (6) years and a fine of not less than One million pesos (P1,000,000.00) but not more than Five million pesos (P5,000,000.00). In the case of partnerships, associations, or corporations, the penalty shall be imposed upon its partners, president, directors, general manager, and other officers responsible for the violation. If the offender is not a citizen of the Philippines, he or she shall be deported immediately after service of sentence. If the Filipino offender is a public officer or employee, he or she shall, in addition to the penalty prescribed herein, suffer dismissal and permanent disqualification from public office.”

Section 10. Sections 13, 14, and 15 of Republic Act No. 8762 are hereby renumbered as Sections 12, 13, and 14, respectively.

Section 11. Separability Clause. – If any provision of this Act is held invalid or unconstitutional, the other provisions not affected thereby shall remain in full force and effect.ℒαwρhi৷

Section 12. Repealing Clause. – All laws, decrees, executive orders, proclamations, rules and regulations, and issuances or parts thereof which are inconsistent with the provisions of this Act are hereby repealed, amended, or modified accordingly.

Section 13. Effectivity. - This Act shall take effect immediately after fifteen (15) days after its publication in the Official Gazette or in at least two (2) newspapers of general circulation in the Philippines.

Approved,

(SGD.) VICENTE C. SOTTO III
President of the Senate		 (SGD.) LORD ALLAN JAY Q. VELASCO
Speaker of the House of Representatives

This Act which is a consolidation of House Bill No. 59 and Senate Bill No. 1840 was passed by the House of Representatives and the Senate of the Philippines on September 21, 2021 and September 20, 2021, respectively.

(SGD.)MYRA MARIE D. VILLARICA
Secretary of the Senate		 (SGD.) MARK LLANDRO L. MENDOZA
Secretary General House of Representatives

Approved: DEC 10 2021

(SGD.) RODRIGO ROA DUTERTE
President of the Philippines


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