Written by: Glenn Tuazon

Most internal investigations do not require external counsel.

Many complaints can and should be handled internally. HR, compliance, internal audit, and in-house legal teams are often perfectly capable of gathering facts, interviewing employees, and addressing issues as they arise. But companies often ask the wrong question. The question is usually framed as whether the allegation is serious enough to justify bringing in outside lawyers.

In our experience, that is rarely the determining factor.

The better question is whether the investigation itself may later become part of a dispute.

What begins as an employee complaint may turn into a labor case. A whistleblower report may lead to a regulatory investigation. A disagreement among business partners may become shareholder litigation. Once that happens, attention frequently shifts from the underlying allegations to the company’s response. The investigation itself comes under scrutiny. Who conducted it? Was it independent? Was evidence preserved? Were the right people interviewed? Did management act promptly?

Viewed from that perspective, the decision to involve external counsel is not really about fact-finding. It is about risk management.

One common example is when allegations involve senior management. Even where an internal investigation is conducted entirely in good faith, questions may later arise about independence. Employees, regulators, and courts are often more willing to accept the outcome of a process that was visibly separate from the ordinary reporting structure. The issue is not necessarily whether bias existed, but whether the company can demonstrate that the process was credible if challenged.

The same concern arises once litigation becomes reasonably foreseeable. At that point, management must start thinking beyond the immediate investigation. Decisions that seem routine in the moment may later be examined by opposing counsel or regulators. Which documents were preserved? Which witnesses were interviewed? What steps were taken once the issue was reported? Every action becomes part of the record.

This is also why timing matters. Many companies assume they can wait until a formal claim is filed before seeking advice. By then, however, the most important decisions have often already been made. Key witnesses may have left. Relevant documents may have been deleted. Critical facts may no longer be easy to verify.

In some situations, delay becomes a source of risk in its own right. Employment matters provide a familiar example. A company may ultimately prevail on the merits and still face criticism because it failed to respond promptly or failed to implement the appropriate process, such as setting up a CODI. Similar issues arise in regulatory and compliance matters, where investigators often focus not only on the reported conduct but also on how the company responded after learning about it.

That is why the value of external counsel is not limited to conducting interviews or preparing reports. Often, the greatest value lies in helping management preserve evidence, assess risk, structure the investigation, and make defensible decisions while the facts are still developing.

This does not mean every complaint should be outsourced. To the contrary, internal investigations remain appropriate in many situations.

But where independence may be questioned, litigation appears increasingly likely, significant business interests are at stake, or delay itself may create legal exposure, companies should at least consider obtaining external advice early.

In conclusion, the decision to involve external counsel is rarely about the complaint itself. It is about what may happen next. Once a matter has the potential to become a labor case, regulatory proceeding, shareholder dispute, or lawsuit, management should start considering how the investigation will look if it is later examined by an arbiter, regulator, judge, or opposing counsel. The best time to think about how an investigation will look in a future dispute is before that dispute exists.

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Written by Glenn Tuazon

Most businesses do not spend much time thinking about disputes until one lands on their desk.

That is understandable. Management’s focus should be on running and growing the business. But the disputes we are seeing today look very different from those we saw even a few years ago.

In 2026, three trends stand out. They affect how disputes arise, how they are fought, and often, who wins.

1. Documents Matter More Than Ever

Companies often assume that disputes are won by having the better legal argument. In practice, they are usually won by having the better documents.

As courts and tribunals become increasingly comfortable with electronic evidence and digital processes, emails, chat messages, internal reports, and electronic approvals are playing a central role in disputes.

We regularly see situations where a company’s position is sound, but critical emails cannot be located, key personnel have left the organization, or no one can explain the context behind an important decision made years earlier.

The issue is not always the absence of evidence. More often, it is the inability to preserve it, locate it, or explain it.

Three practical steps:

First, review your document retention practices. Many companies have retention policies on paper but inconsistent implementation in practice. Make sure important project files, approvals, contracts, board materials, and correspondence can still be located years later.

Second, implement litigation holds early. Once a dispute becomes reasonably foreseeable, companies should take steps to preserve potentially relevant documents before they are routinely deleted, overwritten, or lost. Waiting until a complaint is filed may be too late.

Third, preserve institutional knowledge, not just documents. An email often tells only part of the story. Someone must still be able to explain what happened, why a decision was made, and what the parties understood at the time. Just as importantly, those individuals are often the ones who can identify the relevant documents in the first place. When key employees leave, companies should consider whether important project histories, negotiations, and dispute-sensitive matters have been properly documented before that knowledge walks out the door.

The takeaway: Winning a dispute often starts years before the dispute is filed.

2. Compliance Problems Are Turning Into Disputes

Some of the biggest disputes today do not start as disputes.

They start as a whistleblower complaint. A data incident. An employee concern. A governance issue. A regulatory inquiry.

Businesses today face increasing expectations relating to transparency, reporting, disclosure, and data governance. As a result, issues that once remained internal are more likely to lead to litigation, arbitration, regulatory proceedings, or investigations.

Most companies already know compliance is important. But the more useful question is whether the organization can identify and respond to problems before they escalate.

Three practical steps:

First, establish a clear escalation process. Employees should know where concerns are reported, and management should know who is responsible for assessing them. Many disputes become expensive simply because warning signs were ignored, misunderstood, or passed between departments.

Second, investigate early. Delay can become a source of liability in its own right. In employment matters, for example, delays in addressing complaints or delays in constituting the proper investigating body may themselves create legal exposure. The same principle applies elsewhere. The earlier a company understands the facts, the more options it has to manage risk.

Third, document the company’s response. Sometimes the most important fact is not whether a complaint ultimately proved true or false. It is whether the company responded appropriately after learning about it. In many situations, the fact that the company acted, investigated, and followed a proper process can help avoid separate claims arising from inaction itself. In employment disputes, for example, a prompt and properly documented response may help defend against allegations that the employer failed to provide a safe and workable environment.

The takeaway: Compliance is not simply about satisfying regulators. It is often the first line of defense against disputes.

3. More Investment Means More Disputes

The Philippine government continues to encourage investment and business expansion through various economic and investment initiatives.

This means more acquisitions, more joint ventures, more strategic partnerships, and more commercial relationships. Wherever there is investment, disputes inevitably follow.

But many of the most significant disputes do not arise during the transaction itself. They emerge one, three, or five years later.

By then, management teams may have changed, memories have faded, and key personnel may no longer be around. Yet the parties are suddenly trying to reconstruct what was said, promised, or disclosed years earlier.

Three practical steps:

First, document key assumptions before signing. If an issue is important enough to be discussed during negotiations, it is important enough to appear in the transaction documents. Parties often spend months discussing a particular risk, assumption, or expectation, only for it to disappear from the final contracts. Years later, no one remembers the conversation. If a point matters, make sure it is reflected in a representation, warranty, disclosure, covenant, recital, or another contractual provision.

Second, treat due diligence as a dispute-prevention exercise, not a deal-closing exercise. The objective is not simply to complete the transaction. It is to identify issues that may become tomorrow’s claims. The uncomfortable questions are often the ones that matter most.

Third, maintain a post-closing record. Important disclosures, transition arrangements, management decisions, and communications should be organized and retained. When disputes arise years later, these materials often become some of the most persuasive evidence available.

The takeaway: Most investment-related disputes are won or lost long before the statement of claim is filed.

Final Thoughts

The most important dispute development in 2026 is not a single law or court decision. It is the changing nature of disputes themselves.

Businesses today face disputes that are more document-driven, more compliance-related, and more closely tied to investment activity than ever before.

The response is straightforward: preserve documents, preserve knowledge, investigate issues early, and document important decisions before they become contested facts.

Those steps are not complicated. But they often make the difference between entering a dispute from a position of strength and spending years trying to reconstruct what happened after the fact.

Authors:
Maria Tara Mercado
t.mercado@syp-law.com

Samantha Claire Cepeda
s.cepeda@syp-law.com

Celine Sato
c.sato@syp-law.com

On 7 July 2026, the Securities and Exchange Commission (SEC) issued Memorandum Circular No. 20, Series of 2026, entitled the “Guidelines Prescribing Prudential Disclosure and Market Conduct Requirements for Financing and Lending Companies.” The Circular represents the most significant overhaul of the Philippine regulatory framework for online lending since the SEC imposed a moratorium on new online lending platforms (OLPs) in 2021.

1. Moratorium on New OLPs Lifted

The Circular lifts and supersedes the moratorium under SEC MC No. 10, Series of 2021, effective 01 August 2026, and allows the disclosure and recording of new Online Lending Platforms owned, operated, controlled, or utilized by financing companies and lending companies. However, the lifting of the moratorium is not an automatic or unconditional approval of any OLP. All companies remain subject to the Circular’s disclosure, business plan, capitalization, operational, consumer protection, data privacy, and supervisory requirements.

2. New Regulatory Framework for All Digital Lenders

a. Single Certificate of Authority. The SEC has adopted a Single Certificate of Authority framework, whereby a single Certificate covers all financing or lending activities, including those conducted through OLPs. OLPs will not be treated as separate legal entities, branches, or independently authorized units. This streamlines licensing administration while allowing the SEC to exercise centralized oversight over a company’s digital lending operations. c. Mandatory Registration and Disclosure. All OLP Operators must register and disclose relevant information regarding each operated OLP. All OLP names used by a financing or lending company must be registered and disclosed to the SEC as business names or trade names. Each OLP name must be uniquely associated with a single financing or lending company and must not be used in a manner thatmisleads borrowers as to the identity of the company responsible for the OLP.

Financing companies and lending companies are prohibited from changing or modifying their OLP names within sixty (60) months from disclosure, unless allowed under existing rules or approved by the SEC. Any discontinuance, replacement, renaming, transfer, migration, merger, consolidation, or other modification of an OLP must also be disclosed to the SEC. These changes do not affect liabilities, borrower claims, pending complaints, investigations, enforcement actions, or regulatory proceedings relating to the OLP.

c. Increased Minimum Capitalization. One of the most notable changes is the increase in minimum paid-up capital requirements, particularly for digital lending operators. FCs or LCs are only allowed to own and operate a maximum of five (5) OLPs, subject to the following required capitalization levels:

Number of OLPs	Financing Companies	Lending Companies
0	Php 15,000,000.00	Php 5,000,000.00
1	Php 20,000,000.00	Php 10,000,000.00
2	Php 40,000,000.00	Php 20,000,000.00
3	Php 60,000,000.00	Php 30,000,000.00
4	Php 80,000,000.00	Php 40,000,000.00
5	Php 100,000,000.00	Php 50,000.000.00

The revised capitalization rules raise the entry barrier for digital lenders and are intended to ensure that operators have sufficient financial capacity to support responsible lending operations.

Every financing company and lending company must maintain net worth equivalent to or greater than the applicable minimum capitalization requirement under the Circular. Net worth will be determined based on the latest due audited financial statements.

d. Operational Controls for OLPs. Financing companies and lending companies may not operate an OLP unless the OLP, including any website, application, software, or platform forming part of it, has the operational features and functionalities required by the Circular. OLPs must maintain appropriate system controls, including audit logs, transaction traceability, and access controls, to ensure the integrity, security, and verifiability of borrower interactions and transactions.

d. Mandatory Truth in Lending Disclosures. The SEC aims to eliminate hidden charges and improve borrower understanding of the true cost of credit. Hence, before a loan may be approved or disbursed, OLPs must prominently disclose key loan terms, including the effective interest rate, all fees and charges, penalties, repayment schedule, and loan tenure. All FCs and LCs must use the template loan disclosure statement given by the SEC.

e. Express Borrower Consent for Disbursement. The Circular explicitly prohibits automatic loan disbursement, automatic loan renewals, and any release of funds without the borrower’s informed confirmation. Borrowers must expressly acknowledge and accept the loan terms prior to disbursement. This addresses longstanding complaints regarding “instant” loan releases and unauthorized rollovers that increase borrower indebtedness.

f. Collection Requirements. Collection communications must be fair, transparent, and not misleading. They must identify the registered name of the financing or lending company, the specific OLP or application on whose behalf the collection is being made, or other information required by the SEC. Automated, system-generated, or pre-programmed collection messages that fail to reasonably identify the company or relevant OLP are deemed unauthorized, and the borrower has the right to disregard them.

Financing companies and lending companies should review their operations for compliance with MC No. 20, particularly with respect to capitalization, OLPs, disclosures, privacy, and collection practices. Non-compliance may result in significant penalties and regulatory sanctions.

3. Impact on Borrowers

The new rules appear designed to address many of the complaints that prompted the SEC’s 2021 moratorium, including hidden charges, unauthorized loan releases, abusive collection tactics, and misuse of personal data.

a. Greater Transparency on the True Cost of Borrowing. Borrowers will receive clearer disclosures on the total cost of a loan, including interest, fees, penalties, repayment schedules, and the actual amount to be released. This allows borrowers to better understand and compare loan products before committing.

b. Protection Against Unauthorized Loans. Lenders may no longer automatically release loans or renew existing loans without the borrower’s express consent. Borrowers must actively confirm their acceptance of the loan terms before funds can be disbursed.

c. Stronger Privacy Rights. The Circular reinforces compliance with the Data Privacy Act and limits the misuse of borrower information, including contact lists. This helps protect borrowers and their contacts from harassment and unauthorized disclosures.

d. Fair Collection Practices. MC No. 20 strengthens regulatory oversight of digital lenders and promotes responsible lending and collection practices. Borrowers should benefit from greater protection against abusive and unfair collection methods.

e. Easier Verification of Legitimate Lenders. Online lending platforms must be registered and disclosed to the SEC, making it easier for borrowers to identify legitimate and regulated lenders. This reduces the risk of dealing with illegal lending applications.

f. More Reliable Lending Providers. Higher capitalization and compliance requirements are expected to promote a more stable and accountable digital lending industry. Borrowers may benefit from dealing with better-capitalized and more closely supervised lenders.

g. Increased Access to Regulated Digital Credit. With the lifting of the moratorium on new online lending platforms, borrowers may have access to more digital lending options. At the same time, the SEC’s enhanced safeguards seek to ensure that increased access is accompanied by stronger consumer protection.

SEC MC No. 20, Series of 2026 marks a significant shift in the regulation of financing companies, lending companies, and digital lending operations. While it lifts the prior moratorium on OLPs, it also imposes a more comprehensive regulatory framework covering capitalization, OLP disclosure, business planning, borrower disclosures, data privacy, credit information, marketing, collection practices, and anti-circumvention. Companies operating in this space should treat the Circular not merely as a reopening of the OLP market, but as a stricter compliance framework for responsible digital lending.

***

Republic Act No. 12289, or the Accelerated and Reformed Right-of-Way (ARROW) Act, was signed into law on 12 September 2025 by President Ferdinand R. Marcos, Jr. This landmark reform strengthens and modernizes the legal framework governing right-of-way (ROW) acquisition for national infrastructure projects and selected private entities performing public services.

1. Policy Objectives

RA 12289 seeks to:

• Accelerate infrastructure implementation by streamlining ROW processes and minimizing delays tied to valuation disputes, expropriation bottlenecks, and procedural gaps;
• Ensure prompt and fair compensation to landowners and project-affected persons (PAPs), grounded in a consistent, nationally applied valuation framework aligned with the Real Property Valuation and Assessment Reform Act (RA 12001); and
• Reinforce transparency and accountability, deterring corruption and enhancing investor confidence in the country’s infrastructure pipeline.

2. Key Amendments to Right of Way Act

a. Expanded Coverage of ROW Acquisition

Section 3 of RA 10752 is extensively amended to include not only national government infrastructure projects but also private entities providing public services (e.g., electricity distribution/transmission, water and wastewater systems, petroleum pipelines, telecommunications, airports/seaports, and irrigation systems.

A distinction is made between entities with legislative franchises vested with eminent domain, and those with purely administrative franchises, which do not automatically carry expropriation authority.

b. Modernized Valuation Framework

The ARROW Act introduces a uniform valuation scheme:

• Primary Basis: Schedule of Market Values (SMV) under RA 12001
• Fallback Basis:
  • BIR zonal valuation
  • Assessed value of improvements
  • Replacement cost for eligible machinery, structures, crops, and trees

For untitled lands, documentary requirements include tax declarations, affidavits of disinterested residents, DENR certifications, RPT certificates, and technical descriptions.

c. Revised Expropriation Guidelines

When filing an expropriation complaint, the implementing agency or authorized private entity must now deposit:

• 15% of the land’s market value;
• 100% of replacement cost for improvements (inclusive of depreciation); and
• 15% of market value for crops and trees.

These changes aim to deter frivolous expropriation filings and assure landowners of timely compensation.

d. Relocation of Informal Settlers

The Act mandates the Department of Human Settlements and Urban Development (DHSUD) and LGUs to collaboratively provide resettlement sites for informal settlers affected by national projects.

This codifies a more structured approach to social safeguards.

e. Updated Rules for PPP Projects

ROW acquisition for public-private partnership initiatives must now strictly follow the PPP Code of 2023 (RA 11966) and its IRR. This ensures uniform procedures and mitigates delays stemming from multi-agency approvals.

f. Accountability of Private Entities

Private entities violating the ARROW Act may face civil or criminal sanctions, with liability extending to responsible officers (presidents, directors, trustees, or managers).

g. Subsurface Rights Acquisition

The ARROW Act modernizes subsurface acquisition rules:

• Entry and use now permitted beyond 40 meters below ground (previously 50 meters).

Priority national infrastructure projects may access depths of up to 18 meters, enabling subway and tunneling systems to proceed with fewer legal impediments

3. Implementing Agencies and Expanded Oversight

RA 12289 significantly broadens the inter-agency group tasked with drafting and implementing the IRR.

This now includes agencies such as:

• DA
• DILG
• DAR
• DENR
• Department of Economy, Planning, and Development, among others

This expanded oversight aims to reduce overlap, improve coordination, and ensure applicability across varied project landscapes.

4. Practical Impact and Market Outlook

a. Faster Infrastructure Rollout

The Act is expected to substantially reduce project delays, particularly those caused by TROs, land valuation disputes, and resettlement issues. Stakeholders anticipate accelerated timelines under the “Build Better More” agenda.

b. Increased Investor Confidence

International and domestic investors view the ARROW Act as a structural reform that enhances predictability in ROW acquisition, which is an area previously plagued by inconsistent enforcement and corruption vulnerabilities.

c. Improved Delivery of Public Services

The Act covers ROW acquisition for utilities critical to public welfare: water, telecom, energy, and transport systems. This is expected to enhance service reliability and expand coverage, particularly in underserved regions.

5. Conclusion

RA 12289 represents the most comprehensive reform to the Philippines’ ROW framework since 2016. With its strengthened valuation rules, enhanced coordination mechanisms, and broadened coverage, the ARROW Act is designed to reduce long-standing bottlenecks, protect landowner rights, and support national ambitions for large-scale infrastructure modernization.

On 8 January 2026, the Securities and Exchange Commission (“SEC”) issued Memorandum Circular No. 1, Series of 2026 (“MC No. 1”), revising key provisions of the Implementing Rules and Regulations (“IRR”) of the Real Estate Investment Trust (REIT) Act of 2009 (“RA 9856”). The amendments broaden the scope of allowable REIT assets, modernize investment structures, and strengthen investor protection measures.

The SEC notes that the update aims to deepen the Philippine capital markets, align the REIT framework with regional practices, and expand opportunities for both issuers and investors.

1. Key amendments under MC No. 1 (Series of 2026)

a. Expanded Definition of Income‑Generating Real Estate

The circular substantially broadens what qualifies as “income‑generating real estate,” enabling REITs to invest directly or indirectly in assets that exhibit steady, predictable cash flows, including:

• Toll roads, railways, airports, and air navigation facilities
• Seaports
• Data centers and ICT infrastructure
• Energy infrastructure assets
• Malls, warehouses, storage facilities, buildings, and parking lots
• Real rights such as usufructs, easements, and registered leases

Excluded assets include those held primarily for sale, such as inventory properties or assets generating income mainly through disposition.

b. Recognition of SPVs and Joint Ventures as Permissible Holding Structures

• Unlisted special purpose vehicles (“SPVs”); and/or
• Incorporated joint ventures (“JVs”)

provided that the REIT owns at least two‑thirds (2/3) of the SPV’s or JV’s outstanding and voting capital.

This aligns local practice with global REIT markets and offers sponsors greater flexibility in structuring asset acquisitions.

c. Extended Reinvestment Period

The reinvestment period for sponsors is extended to two (2) years, from the previous one-year requirement.

Reinvestments may include:

• Equity infusions
• Loan extensions or acquisition of debt instruments
• Repayment of loans or debt incurred for real estate or infrastructure projects in the Philippines

This extension provides issuers more time to responsibly deploy capital raised from REIT offerings.

d. Reinforced Dividend Distribution Rules

If a REIT invests through an SPV and/or JV, the intermediary entity must distribute at least 90% of its distributable income to the REIT before the REIT declares dividends to its own shareholders.

Non‑compliance is deemed a violation of the REIT’s statutory dividend obligation, safeguarding investor returns.

e. Updated Definition of “Public Shareholders”

The SEC refined the definition of public shareholders to ensure genuine investor participation. Excluded from “public” classification are those with substantial influence, which is defined as:

• Holding at least 10% or more of the REIT’s total issued shares; or
• Exercising influence despite holding less than 10%, such as immediate family members of key officers living in the same household.

This amendment strengthens governance by preventing concentrated influence within REIT structures.

2. Market Impact

Market analysts anticipate that the expanded asset classes and relaxed structural requirements may boost REIT listings, particularly from sectors like tollways, utilities, data infrastructure, and logistics.

The broadened framework is expected to support new REIT IPOs, increased foreign and domestic investor participation, and greater mobilization of capital toward infrastructure and commercial property development.

3. Conclusion

SEC Memorandum Circular No. 1, Series of 2026 reflects a decisive shift toward modernizing the Philippine REIT ecosystem, enabling diversified asset classes, expanded investment structures, and stronger investor safeguards. By aligning with global standards and removing structural barriers, the amendments reinforce the Philippines’ objective to further develop a vibrant capital market and support long‑term wealth creation for Filipino investors.

On 24 August 2025, the Konektadong Pinoy Act (“KPA”) lapsed into law, as President Ferdinand “Bongbong” Marcos neither signed nor vetoed the bill by Congress within the thirty (30) days from transmission to his Office. The initiative of the KPA is to significantly enhance digital inclusion and bridge the connectivity gap, particularly in underserved areas. The KPA will endeavor to modernize the digital infrastructure of the Philippines by encouraging bot local and foreign investment, promoting infrastructure sharing among data transmission industry participants (“DTIPs”), and ensuring fair competition.

The KPA represents a progressive step toward universal digital access in the Philippines. While the goals are laudable, implementation will require strong coordination among national and local governments, the private sector, and civil society. Early engagement can yield both compliance clarity and business advantage.

1.         Key Features of the KPA

In pursuit of the above, and if enacted, the KPA will:

1. Institutionalize a straightforward registration requirement for DTIPs;
2. Repeal the requirement for DTIPs to obtain a congressional franchise requirement for;
3. Allow DTIPs to deploy satellite technology and use associated spectrum/s in any/all segments of their broadband network without the need for a lease or rent capacity from public telecommunications entities;
4. Mandate the formulation of the Spectrum Management Policy Framework to prescribe the national policies and guiding principles that govern the management of spectrum (which includes spectrum valuation and pricing, spectrum allocation, and spectrum assignment for public, private, and government use); and

Mandate minimum quality standards, data privacy safeguards, and usage limits to ensure equitable access and protect against abuse

2.         Legal and Commercial Implications

While the objectives of the KPA are to be lauded, there certain implications to be noted:

1. Potential Impact on Telecommunications and Internet Service Providers, as free public internet may influence consumer usage patterns and create new collaborative or competitive dynamics;
2. Data Privacy and Security Considerations, particularly in light of mandatory public access points. In fact, a “group representing the country’s leading telcos warned that the version approved by the bicameral committee could ‘lead to national security vulnerabilities, weaken regulatory oversight and destabilize the telecommunications sector in the long run.’”[1]
3. Increased Compliance Obligations for LGUs, government offices, and public institutions regarding connectivity infrastructure and reporting.

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1. Konektadong Pinoy bill faces review amid telco concerns”, by Alexis Romero, 17 June 2025 accessed at https://www.philstar.com/headlines/2025/06/17/2451146/konektadong-pinoy-bill-faces-review-amid-telco-concerns

The Department of Energy (DOE) has launched the Fifth Round of the Green Energy Auction (GEA-5), its most ambitious and targeted effort yet to establish the Philippines as a regional leader in offshore wind energy. This round marks the first auction under the Green Energy Auction Program (GEAP) dedicated exclusively to fixed-bottom offshore wind (OSW) technology. With a target of 3,300 MW for delivery between 2028 and 2030, GEA-5 signals the government’s readiness to facilitate large-scale offshore renewables. GEA-5 is implemented pursuant to Department Circular No. DC2021-11-0036, which governs the GEAP framework, and forms part of the country’s broader commitments under the Philippine Energy Plan 2023–2050 and the updated National Renewable Energy Program. In parallel with the auction launch, the DOE has issued a permitting guidebook for offshore wind, setting out a consolidated process for over 80 permits across 25 regulatory agencies. Together, these developments represent a coordinated regulatory effort to address both market access and permitting certainty for the nascent OSW sector.

Auction Framework and Draft Terms

On 11 June 2025, the DOE released the draft Notice of Auction (NOA) and Terms of Reference (TOR) for GEA-5. These documents establish the legal and procedural foundation for auction participation. The NOA confirms that the auction is limited to fixed-bottom offshore wind technologies, citing their global maturity, cost-efficiency, and near-term scalability. Floating OSW, while not excluded in principle, is not yet covered by the current round due to its early stage of commercial deployment. The TOR outlines that eligible participants must hold valid Wind Energy Service Contracts (WESCs) and meet stringent technical, financial, and permitting readiness thresholds. Bidders are required to submit a pre-qualification portfolio including evidence of technical capability, development experience, and compliance with DOE and ERC registration requirements. The TOR imposes a bid bond requirement pegged to the offered capacity, payable in Philippine pesos or USD, to ensure seriousness of participation. The auction process will follow a sealed-bid format, with the lowest price offers—subject to the Green Energy Auction Reserve (GEAR) price ceilings to be issued by the Energy Regulatory Commission (ERC)—being awarded 20-year Power Supply Agreements under the Renewable Portfolio Standards (RPS) program. While the final bid evaluation criteria remain subject to stakeholder inputs, the draft TOR indicates that financial and permitting readiness will weigh heavily in the selection process, reflecting the DOE’s objective to award only bankable and implementation-ready projects

Regulatory Streamlining Through the OSW Permitting Guidebook

In parallel with the auction design, the DOE has published the country’s first Offshore Wind Permitting Guidebook. Developed in cooperation with the Southeast Asian Energy Transition Partnership, the guidebook consolidates complex requirements across government entities into a streamlined roadmap. Offshore wind projects historically required more than 80 permits from 25 government offices, contributing to significant project delays. The guidebook now organizes these into four main phases: pre-development, development and feasibility, construction and installation, and operations and decommissioning. Among the agencies involved are the Department of Energy (DOE), which oversees the issuance of Wind Energy Service Contracts (WESCs); the Department of Environment and Natural Resources (DENR), which grants Environmental Compliance Certificates (ECCs); the Philippine Ports Authority (PPA) and the Maritime Industry Authority (MARINA), which handle permits for marine construction; the National Grid Corporation of the Philippines (NGCP), responsible for grid connection studies and access; and the Philippine Coast Guard (PCG), which ensures maritime safety and issues navigation clearances. The DOE also proposes centralized digital tracking and inter-agency coordination—particularly through its Renewable Energy Management Bureau (REMB) and Wind Energy Management Division (WEMD)—to monitor regulatory compliance, resolve jurisdictional overlaps, and synchronize auction timelines.

Infrastructure Readiness and Marine Logistics

To complement the permitting reforms, the DOE and PPA have announced the repurposing of three key ports to support offshore wind deployment: the Port of Currimao in Ilocos Norte, the Port of Batangas in Batangas City, and the Port of Jose Panganiban in Camarines Norte. These ports are being prepared for turbine assembly, crew transfer, and long-term operations and maintenance (O&M) support. Grid infrastructure is also expected to be coordinated in advance with the NGCP to ensure project delivery by 2028–2030.

Conclusion

GEA-5 is a foundational step toward a scalable, bankable offshore wind market in the Philippines. The coordinated release of auction rules and a national permitting framework reflect the DOE’s whole-of-government approach. Developers and stakeholders are advised to participate in the public consultation process and monitor the finalization of the NOA, TOR, and GEAR pricing.

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1. DOE Media Release, “Fifth round of Green Energy Auction for offshore wind projects set to launch in 3Q of 2025,” December 12, 2024. Accessed through: Fifth round of Green Energy Auction for offshore wind projects set to launch in 3Q of 2025 | Department of Energy Philippines.
2. Philippine Energy Plan 2023–2050; DOE Circular No. DC2021-11-0036.
3. Offshore Wind (OSW) Permitting Guidebook (DOE and Southeast Asian Energy Transition Partnership), June 2025. Accessible through: OSW Guidebook.pdf.
4. DOE Draft Notice of Auction (GEA-5 NOA), dated June 11, 2025. Accessed through: Draft GEA-5 NOA 10062025_0.pdf.
5. DOE Press Release, “DOE Kicks Off Green Energy Auction for Fixed-Bottom Offshore Wind,” June 11, 2025. Accessed through: DOE Kicks Off Green Energy Auction for Fixed-Bottom Offshore Wind | Department of Energy Philippines.
6. OSW Permitting Guidebook, pp. 5–7.
7. Ibid., Chapter II – Phased Regulatory Map.
8. Ibid., Chapter IV – Roles of National Government Agencies.

On 2 October 2024, Philippine President Ferdinand Marcos Jr. signed into law Republic Act No. 12023, which amended the National Internal Revenue Code (“Tax Code”) to impose Value-Added Tax (“VAT”) on nonresident digital service providers (“DSPs”) for digital services consumed within the Philippines.

The Philippine Secretary of Finance then issued the Implementing Rules and Regulations (“IRR”) through Revenue Regulations No. 3-2025 (“RR 3-25”), published on the Bureau of Internal Revenue’s (“BIR”) official website on 17 January 2025. RR 3-25 provides the policies and guidelines related to implementing the VAT on Digital Services Law. Nonresident DSPs shall be immediately subject to VAT after 120 days from the effective date of the IRR. As per Revenue Regulations No. 14-2025, nonresident DSPs are given until 1 June 2025 within which to register, and shall be subject to VAT starting 2 June 2025.

1. Inclusion of Digital Services as a VAT Taxable Transaction

Digital services that are rendered in the course of trade or business by a DSP are now expressly covered by the enumeration of transactions subject to VAT in the Tax Code.
The term “digital service” refers to any services that are supplied over the internet or other electronic network with the use of information technology and where the supply of the service is essentially automated. Digital services include:

(i) online search engines;
(ii) online marketplaces or e-marketplaces;
(iii) cloud services;
(iv) online media and advertising;
(v) online platforms; and
(vi) digital goods.

Digital services that are delivered by nonresident DSPs are considered performed or rendered in the Philippines if the digital service is consumed in the Philippines. While the term “consume” is not defined in the law or the IRR, the wording of the law would also encompass the terms “used”, “utilized”, and “availed of” when referring to the gamut of digital services covered

2. Requirement of the DSP to Register and Pay VAT, and issue Invoices

Nonresident DSPs rendering digital services are required to register for VAT:

(i) if their gross sales for the past 12 months, other than VAT-exempts sales, have exceeded the VAT threshold (currently PHP 3 million1); or
(ii) if there are reasonable grounds to believe that their gross sales, other than VAT-exempt sales, will exceed the VAT threshold. The BIR will establish a simplified automated VAT registration system for nonresident DSPs.

If the nonresident DSP is an online marketplace or e-marketplace, it shall be liable to remit to the BIR the VAT on the transactions of the nonresident sellers that utilize its platform, provided that the said DSP controls key aspects of the supply and it, namely:

(a) sets, either directly or indirectly, any of the terms and conditions under which the supply of goods is made;
or
(b) is involved in the ordering or delivery of goods, whether directly or indirectly

For a business-to-consumer transaction (i.e., the end-user is a Philippine customer who is not VAT-registered), the nonresident DSPs are liable for assessing, collecting, and remitting VAT on the digital services consumed in the Philippines.

However, in a business-to-business transaction with a VAT-registered Philippine customer, nonresident DSPs will be subject to the “reverse charge mechanism,” where the VAT-registered taxpayer in the Philippines is required to withhold and remit VAT on its purchases of digital services consumed in the Philippines from the nonresident DSP.
This is the utilization of the withholding tax mechanism. Further, there is also the requirement of the nonresident DSP to issue digital sales or commercial invoices for every
sale, barter, or exchange of digital services. The digital sales or commercial invoice must contain the:

(i) date of the transaction;
(ii) transaction reference number;
(iii) identification of the consumer;
(iv) brief description of the transaction; and
(v) total amount, with the indication that such amount is inclusive of VAT.

If applicable, the breakdown of the sale price for the digital service by its taxable, VAT-exempt, and VAT zero-rated components, and the calculation of VAT on each portion of the sale shall also be included.

However, nonresident DSPs are not allowed to claim creditable input tax. Further, these DSPs are not covered by the requirement of maintaining subsidiary sales and purchases journals under the Philippine Tax Code

3. VAT-Exempt Digital Services

There are digital services that are VAT-Exempt, namely:

(a) online courses, online seminars and online trainings rendered by duly accredited private educational
institutions and by government educational institutions, as well as the sale of online subscription-based
services to the DepEd, CHED, TESDA and educational institutions recognized by these government
agencies; and
(b) services of banks, non-bank financial intermediaries performing quasi-banking functions, and other nonbank financial intermediaries, including those rendered through different digital platforms.

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1. Approximately USD 54,500 at exchange rate of USD 1 = PHP 55

The term “whistleblower” is defined by the Revised Corporation Code of the Philippines (“RCCP”) as “any person who provides truthful information relating to the commission or possible commission of any offense or violation under the Revised Corporation Code of the Philippines”. However, this statutory definition is limited to violations of a specific law and does not have a general application within the Philippine legal system.

Notably, there is no general whistleblowing law in the Philippines to protect all forms of whistleblowing acts in all contexts. However, whistleblowing may be governed by different laws depending on the context. These include the protection of witnesses in criminal cases, the protection of whistleblowers who report violations of the corporation code, the prohibition of retaliation against employees who testify against their employer, and other highly-specific situations.

The following are some of the different laws (and the various contexts) of whistleblower protection in the Philippines:

1. Witness Protection in Criminal Cases

The Witness Protection, Security, and Benefit Act (Republic Act No. 6981) establishes a witness protection program to “whistleblowers” if their testimony is vital in criminal investigations or criminal prosecutions. This law, however, does not define “whistleblowers”. Instead, the law defines and protects witnesses. A witness is defined as “any person who has witnessed or has knowledge or information on the commission of a crime and has testified or is testifying or about to testify before any judicial or quasi-judicial body, or before any investigating authority”.

Witness protection, however, is actually quite limited in scope. To be admitted into the witness protection program, a whistleblower’s testimony must be for an offense penalized by at least twenty (20) years and one (1) day. The “whistleblower” must also establish that they and/or their family are subjected to threats to their lives, bodily harm, or that there is a likelihood to be killed, forced, intimidated, harassed, or corrupted to be prevented from testifying.

Under the Rules on Criminal Procedure, a person facing trial in a criminal court may be discharged to be a state witness instead. He must prove to the satisfaction of the trial court that his testimony is absolutely necessary to secure the conviction, that his testimony can be corroborated, and that he does not appear to be the most guilty.

2. Whistleblower Protection in Corporation Code Violations

The Revised Corporation Code of the Philippines (Republic Act No. 11232) introduces measures to improve corporate governance and accountability, but it does not explicitly create a stand-alone whistleblower protection law.

As quoted above, a whistleblower” is defined “any person who provides truthful information relating to the commission or possible commission of any offense or violation under the Revised Corporation Code of the Philippines” The law provides penalties for retaliation against whistleblowers.

3. Prohibition against Employers’ Retaliation against Employees reporting Labor Code Violations

Under the Labor Code of the Philippines, it is an unfair labor practice for an employer “to dismiss, discharge or otherwise prejudice or discriminate against an employee for having given or being about to give testimony under this Code”. Officers and agents of the employer who actually participated in, authorized or ratified unfair labor practices may be held criminally liable

4. Protection for Persons Required to Report Transactions Suspected of Money Laundering

The Implementing Rules and Regulations of the Anti-Money Laundering Act (Republic Act No. 9160, as amended) insulates persons required to report covered transactions and suspicious transactions from possible lawsuits as long as their reports are made in good faith.

Rule 22, Section 5 thereof provides that “No administrative, criminal or civil proceedings shall lie against any person for having made a covered transaction report or a suspicious transaction report in the regular performance of his duties and in good faith, whether or not such reporting results in any criminal prosecution under this Act or any other Philippine law.”

5. Confidentiality for Citizens Reporting against Government Inefficiency or Corruption

The Ombudsman accepts anonymous complaints, so long as it “contains sufficient leads or particulars to enable the taking of further action” (https://www.ombudsman.gov.ph/frequently-asked-questions/).

The Anti-Red Tape Authority also accepts anonymous complaints, so long as it includes “available evidence to prove the allegations of the complainant” (Rule II, Section 5(d) 2020 Rules for Procedure for Complaints Handling and Resolution).

6. Penalties against Employers and School Heads who fail to act on reported acts of Gender-based Sexual Harassment

The Safe Spaces Act (Republic Act No. 11313) imposes penalties on Employers and School Heads (principals, school heads, teachers, instructors, professors, coaches, trainers, or any older person who has authority, influence or moral ascendancy over another in an educational or training institution) for not taking action on reported acts of gender-based sexual harassment committed in the workplace or in the educational institution.

7. Internal Whistleblowing Policies

Most organizations, private and public, may have a whistleblowing policy or at least an anonymous/confidentialreporting mechanism for persons to report illegal acts to the authorities.

By way of example in the government, the following government agencies define “whistleblower” in their respective Rules on Internal Whistleblowing and Reporting:

Government Agency and Internal Issuance / Rule	Definition of “Whistleblower”
The Philippine Ombudsman, through Office Order No. 05-18	“Whistleblower” refers to an official or employee who makes protected disclosure to his immediate supervisor, other superior officers, the Tanodbayan and/or his duly authorized/designated representative or the Internal Affairs Board (IAB)”
The Bureau of Corrections, through Special Order No. 128-08	“Whistleblower” refers to any official or employee who makes protected disclosures to his immediate supervisor, other superior officers and the Internal Affairs Board (IAB)
Bases Conversion and Development Authority, through its Whistleblowing Policy	“Whistleblower” refers to any person who, in good faith, voluntarily reports, or is believed to be about to report, or is believed to have reported about a suspected integrity violation committed by a BCDA officer or employee. The Whistleblower may or may not be an officer or employee of BCDA or of the subsidiaries of BCDA. The Whistleblower has to show in his/her disclosure that the BCDA officer or employee “has engaged, is engaging or proposes to engage in improper conduct” or “has taken, is taking or proposes to take detrimental action”.

By way of example in the private sector, the hospital St. Luke’s Medical Center has an anonymous and independent whistleblowing platform available (https://secure.deloitte-halo.com/slmc-speakup/?Pg=makereport). St. Luke’s Medical Center states that it will “try and ensure that you remain anonymous if you choose to do so. SLMC whistleblowing service will keep any information you give about yourself confidential within SLMC whistleblowing service. SLMC whistleblowing service will also disclose it if required by law to do so.”

It is also common for industry groups or retailers or manufacturers (i.e., software, brand owners, etc.) to set up a hotline or reporting platform where any concerned individual or whistleblower may call or contact to report counterfeit products or activities.

Talk to a lawyer before engaging in whistleblowing activities

Due to disparate existing laws and internal whistleblowing policies, it is best to seek legal advice before engaging in whistleblowing activities or acting on anonymous/confidential complaints to ensure the protection of whistleblowers against retaliation.

Sy & Partners has experience handling corporate investigations, assisting whistleblowers, and advising institutions manage legal risks with integrity. For more information, you may reach out to us through the following lawyers: