TL;DR: The 13th FINL, issued as Executive Order No. 113 in 2026, tells foreign founders which Philippine business activities are restricted or capped. If your exact activity is not listed and no separate sector law applies, full foreign ownership is usually possible, but capital and licensing still need separate checks.
If you’re a foreigner planning a company in the Philippines, the Foreign Investment Negative List (FINL) is the first legal screen to run. It is the government list of business activities where foreign equity is restricted, capped, or reserved to Philippine nationals.
The 2026 version matters because it is current law. Executive Order No. 113, signed 13 April 2026, promulgated the 13th Regular Foreign Investment Negative List and replaced the 12th list. Anything not reserved or restricted in the list is generally open to foreign investment, but the FINL is only the first test. You still need to check paid-in capital, sector licences, permits, tax incentives, and the practical SEC registration path.
What changed in 2026
The 13th Regular FINL was issued as Executive Order No. 113 and took effect after publication in April 2026. It continues a multi-year liberalisation that already reshaped foreign ownership in the Philippines:
- The amended Public Service Act opened sectors like telecoms, airlines, railways, and shipping to higher foreign ownership in many cases.
- The amended Retail Trade Liberalisation Act lowered the capital barrier for foreign retailers.
- The amended Foreign Investments Act made it easier for foreign-owned domestic enterprises and reduced some local-employment conditions.
The practical effect is simple: many service, BPO, software, consulting, export, holding, and regional-operation structures can now be planned around 100% foreign ownership unless the specific activity appears in the FINL or in a separate sector law.
The quick screening test
Use this sequence before you commit capital or sign leases:
| Step | Question | Why it matters |
|---|---|---|
| 1 | What exact activity will the company perform? | FINL screening is activity-specific. “Consulting” and “employment agency” can lead to different answers. |
| 2 | Is the activity listed in Negative List A or B? | If yes, foreign equity may be capped or prohibited. |
| 3 | Is there a separate regulator or licence? | SEC approval is not enough for sectors like recruitment, finance, education, mining, retail, or certain utilities. |
| 4 | Will the company sell domestically or export 60%+? | This determines the paid-in capital path. |
| 5 | Does a tax-incentive route apply? | PEZA, BOI, and other IPA registrations can change the tax and visa strategy. |
What it means in practice
- If your activity is not on the FINL -> you can generally be up to 100% foreign-owned, subject to capital and licensing.
- If it is an export enterprise (60%+ exported output or services) -> it can usually be 100% foreign-owned with the export-enterprise capital treatment.
- If it is on the FINL -> there is a specific cap, prohibition, or Philippine-nationality requirement to plan around.
- If it is regulated outside the FINL -> you still need the separate licence even if the equity cap is open.
This is why a foreign-founder structure is not just “corporation vs branch.” The right answer combines the FINL, minimum paid-in capital, entity type, and operating permits.
Common activities that are usually open
These are the categories many foreign founders ask about first:
| Activity | Typical FINL result | Watch point |
|---|---|---|
| Software development / SaaS | Usually open to 100% foreign ownership | Export-service status may reduce capital burden. |
| BPO / call center / shared services | Usually open to 100% foreign ownership | Check PEZA/BOI fit and data-privacy obligations. |
| Management consulting | Usually open to 100% foreign ownership | Avoid crossing into licensed professional practice. |
| E-commerce | Often open, but retail rules can matter | Retail trade capital rules may still apply depending on model. |
| Holding or regional support company | Usually open if not doing restricted licensed activity | Tax, branch-profit, and treaty planning matter. |
| Representative office | Allowed but cannot earn local income | Funded by parent remittance; not a sales entity. |
Still restricted
The list keeps limits on a defined set of sensitive or constitutionally restricted areas. Common examples include:
- Mass media, except specific activities separately allowed by law
- Small-scale mining
- Private security agencies
- Certain licensed professions
- Some activities involving land, natural resources, education, utilities, or defence-sensitive operations
The exact answer depends on the activity description. A “media company” and a “software company that sells marketing tools” are not the same activity. A “recruitment platform” and a licensed manpower agency are not the same path. Do the activity-level screen before assuming the cap.
FINL vs paid-in capital
The FINL does not remove paid-in capital rules. It answers “how much foreign equity is allowed?” Capital rules answer “how much money must be paid in?”
| Structure | Foreign equity | Capital implication |
|---|---|---|
| Domestic-market company | More than 40% foreign-owned | Usually US$200,000 paid-in capital |
| Advanced-tech / registered startup / majority-Filipino workforce route | More than 40% foreign-owned | May reduce to US$100,000 |
| Export enterprise | Up to 100% foreign-owned | Usually not subject to the FIA US$200,000 threshold |
| Filipino-majority company | 40% or less foreign-owned | Usually nominal corporate-code capital, unless sector law says otherwise |
For the full breakdown, use our minimum paid-in capital guide or the incorporation calculator.
Where FINL fits in the incorporation process
Run the FINL screen before drafting SEC documents:
- Define the exact primary and secondary business activities.
- Check the activity against the 13th FINL and any sector-specific law.
- Decide the entity: domestic corporation, OPC, branch, representative office, RHQ/ROHQ, or another structure.
- Confirm capital: US$200,000, US$100,000, export-enterprise route, or sector-specific floor.
- Prepare SEC eSPARC/OneSEC documents with the correct activity wording.
- Register with BIR, LGU, and employment agencies as needed.
This sequence prevents the common failure mode: drafting a company around a broad activity phrase, then discovering during bank, SEC, or licence review that the activity description triggers a cap or higher capital requirement.
The Chamberlain view
The 2026 FINL is favourable for most foreign founders, but it rewards precision. The founders who get into trouble usually make one of three mistakes: they use a generic activity description, ignore the capital test, or assume a regulated activity is open just because it is not obviously prohibited.
The bottom line
The safe move is to confirm your specific activity against the current list before committing capital. Chamberlain checks the 13th FINL, capital threshold, entity type, and permit path together, then confirms your maximum foreign ownership in writing. Start with 100% foreign ownership, compare entity types, or book a consultation.
Frequently asked questions
What is the Foreign Investment Negative List?
The FINL is the Philippine government's list of activities where foreign ownership is restricted, capped, or reserved to Philippine nationals. Activities not listed are generally open to foreign investment, subject to other laws.
When did the 13th FINL take effect?
The 13th Regular FINL was issued through Executive Order No. 113, signed on 13 April 2026, and took effect after publication in April 2026.
Does the 2026 FINL let foreigners own more?
Yes. It reflects the recent liberalisation of public services, retail trade, and foreign-investment rules, keeping many service and export activities open to full foreign ownership.
Does the FINL remove the paid-in capital rules?
No. The FINL answers the foreign-ownership cap question. A majority-foreign domestic-market company may still need US$200,000 paid-in capital, or US$100,000 if a reduction applies. Export enterprises are usually the main exemption.
Can Chamberlain confirm my maximum foreign ownership?
Yes. We screen the exact business activity against the 13th FINL, capital rules, sector licences, and SEC registration path before recommending a structure.
Official sources
Primary references this guide is checked against.