Due Diligence Checklist (Philippines)
DUE DILIGENCE CHECKLIST
Philippines Business Acquisition and Investment
Date: [Checklist Date]
Target Company: [Target Company]
Buyer / Investor: [Buyer Name]
Transaction Type: [Transaction Type]
Due Diligence Completion Deadline: [DD Deadline]
PART 1: CORPORATE AND LEGAL DOCUMENTS
The following corporate documents are requested from the Seller/Target for due diligence review under the Revised Corporation Code of the Philippines (RA 11232):
[Corporate Documents]
Standard corporate documents required in all Philippines acquisitions:
☐ SEC Certificate of Incorporation (certified true copy from SEC)
☐ Articles of Incorporation and By-Laws with all SEC-filed amendments (Sections 15-17, RA 11232)
☐ General Information Sheets (GIS) for the last 5 years (Section 177, RA 11232)
☐ Stock and Transfer Book showing all share issuances and transfers (Section 63, RA 11232)
☐ Minutes of all stockholder and board meetings (last 5 years)
☐ Shareholders' agreements, voting trusts, and rights of first refusal agreements
☐ List of all subsidiaries and affiliates with ownership structure
☐ Outstanding corporate guarantees and suretyships
PART 2: FINANCIAL AND TAX RECORDS
Financial documents requested: [Financial Documents]
BIR and tax documents requested: [Tax Documents]
Standard financial and tax checklist items:
☐ Audited Financial Statements for the last 3-5 years (PFRS-compliant, SEC-accredited auditor)
☐ Unaudited interim financial statements for the current year
☐ BIR Tax Clearance Certificate (RMO No. 19-2022)
☐ Annual Income Tax Returns (BIR Form 1702) — last 5 years
☐ Quarterly VAT Returns (BIR Form 2550Q) — last 5 years
☐ Withholding tax returns — last 5 years
☐ Pending BIR Letters of Authority (LOAs) and Preliminary Assessment Notices (PANs)
☐ Transfer pricing documentation (Revenue Regulations No. 02-2013) if applicable
☐ BIR Certificate of Registration (COR) and Authority to Print (ATP) receipts
☐ Outstanding loans, mortgage documents, and credit facility agreements
PART 3: LABOR AND EMPLOYMENT
Labor documents requested: [Labor Documents]
Standard labor due diligence checklist:
☐ DOLE Rule 1020 Establishment Report (current)
☐ Complete employee masterlist — name, position, employment status (regular/probationary/project/contractual), date hired, salary
☐ All pending and recently settled NLRC cases
☐ SSS contribution records and SSS clearance (RA 11199)
☐ PhilHealth contribution records and clearance (RA 7875 as amended)
☐ Pag-IBIG/HDMF contribution records and clearance (RA 9679)
☐ Collective Bargaining Agreements (CBAs) and union recognition orders
☐ Employee handbook, company policies, and code of conduct
☐ Confirmation that 13th month pay (PD 851) and service incentive leave (Article 95, Labor Code) are current
PART 4: REGULATORY, INTELLECTUAL PROPERTY, AND PROPERTY
Regulatory documents requested: [Regulatory Documents]
IP and property documents requested: [IP and Other Documents]
Standard regulatory and IP checklist:
☐ Current LGU Business Permit (Barangay Clearance, Mayor's Permit)
☐ BIR Certificate of Registration
☐ Industry-specific licenses (BSP, Insurance Commission, FDA, LTFRB, NTC, PEZA/BOI as applicable)
☐ DENR Environmental Compliance Certificate (ECC) under PD 1586 if applicable
☐ Data Privacy Act (RA 10173) compliance — NPC registration and privacy management program
☐ IPO Philippines trademark and patent registrations (RA 8293)
☐ Software licenses and open-source compliance
☐ Transfer Certificates of Title (TCTs) for real property — Register of Deeds certified copies
☐ Real property tax (RPT) clearances from LGU
☐ All material contracts with customers, suppliers, and distributors
PART 5: COMPETITION LAW REVIEW
☐ Assess whether transaction value exceeds ₱2.2 billion AND combined Philippine revenues/assets exceed ₱6.1 billion (PCC mandatory notification thresholds under RA 10667 and PCC Memorandum Circular No. 18-001)
☐ If PCC thresholds are met: prepare and file PCC merger notification form before Closing; observe 30-day Phase 1 standstill period
☐ Assess market share and potential competition concerns in the relevant market
☐ Review any existing PCC orders, clearances, or investigations involving either party
Buyer / Investor Representative
________________
Signature
Seller / Target Representative
________________
Signature
What Is a Due Diligence Checklist (Philippines)?
A Due Diligence Checklist in the Philippines supplies the facts and figures the authority requires so the matter can be processed, assessed or verified.
Corporate due diligence centers on the target corporation's records at the Securities and Exchange Commission (SEC) under the Revised Corporation Code (RA 11232): the Certificate of Incorporation, Articles of Incorporation, By-Laws, General Information Sheets (GIS), Audited Financial Statements, and minutes of stockholder and board meetings. For sole proprietorships and partnerships, records are reviewed from the Department of Trade and Industry (DTI) and SEC respectively.
Tax due diligence reviews BIR filings, tax clearances, and pending assessments under the National Internal Revenue Code (NIRC, RA 8424). The Bureau of Internal Revenue (BIR) issues a Tax Clearance Certificate under Revenue Memorandum Order (RMO) No. 19-2022 confirming no outstanding obligations, which is required for certain government transactions and is a standard closing condition in acquisitions. Transfer pricing compliance under Revenue Regulations No. 02-2013 is reviewed for entities with related-party transactions.
Labor due diligence examines DOLE (Department of Labor and Employment) compliance: DOLE Rule 1020 Establishment Report filing, SSS contribution records (RA 11199), PhilHealth contribution records (RA 7875 as amended), Pag-IBIG/HDMF records (RA 9679), and pending National Labor Relations Commission (NLRC) cases. The Labor Code (PD 442) mandates specific employee benefits and regularization rules that generate significant undisclosed liabilities in many Philippine business acquisitions.
Regulatory due diligence varies by industry: BSP-supervised entities require review of Bangko Sentral ng Pilipinas licenses; FDA-regulated businesses require Food and Drug Administration clearances under RA 9711; environmental compliance requires review of Environmental Compliance Certificates (ECCs) from the Department of Environment and Natural Resources (DENR) under RA 8749 and PD 1586.
The legal framework governing the Due Diligence Checklist (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Due Diligence Checklist (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Due Diligence Checklist (Philippines)?
A Philippines Due Diligence Checklist is needed before any significant business investment, acquisition, or merger transaction to identify and quantify risks before commitment.
A Due Diligence Checklist is required before executing a Business Acquisition Agreement or Asset Purchase Agreement, where the buyer's legal and financial advisors use the checklist to systematically request documents from the seller covering all material aspects of the business — from SEC corporate records to BIR tax filings to pending NLRC cases — and to identify issues requiring price adjustments, representations and warranties, or specific indemnification provisions.
A Due Diligence Checklist is needed before a private equity fund or venture capital investor commits to a Series A or Series B investment in a Philippine startup, reviewing the target's corporate structure, capitalization table, intellectual property ownership at the Intellectual Property Office of the Philippines (IPO Philippines) under RA 8293, employment contracts, and regulatory compliance under the Data Privacy Act (RA 10173) and the Cybercrime Prevention Act (RA 10175).
A Due Diligence Checklist is required before a bank or financial institution extends significant commercial credit to a Philippine corporation, examining the borrower's BIR tax compliance, NLRC litigation exposure, real property titles at the Register of Deeds (Land Registration Authority), and pending SEC enforcement actions.
A Due Diligence Checklist is needed before a foreign investor enters the Philippines market through a joint venture, confirming compliance with the Foreign Investments Act (RA 7042 as amended by RA 11647), the Anti-Dummy Law (Commonwealth Act No. 108), and nationality restrictions in the Foreign Investment Negative List for the relevant industry sector.
Parties in Philippines should prepare a Due Diligence Checklist (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Due Diligence Checklist (Philippines)
A thorough Philippines Due Diligence Checklist must cover the following categories to identify all material risks before closing an acquisition or investment.
Corporate and Legal Documents: SEC Certificate of Incorporation; Articles of Incorporation and By-Laws (including all amendments filed with SEC under Sections 15-17 of RA 11232); General Information Sheet (GIS) for the current and past 5 years; stock and transfer book showing all share issuances and transfers; minutes of all stockholder and board meetings for the past 5 years; outstanding shareholders' agreements, voting agreements, and rights of first refusal; and list of all subsidiaries and affiliates with their ownership structure.
Financial Records: Audited Financial Statements for the past 3-5 years prepared under Philippine Financial Reporting Standards (PFRS) by a SEC-accredited external auditor; unaudited interim financials; capital expenditure budgets; outstanding loans, credit facilities, and mortgage documents; and accounts receivable aging and accounts payable schedules.
Tax Compliance: BIR Tax Clearance Certificate; filed Income Tax Returns (ITRs), VAT Returns, and withholding tax returns for the past 5 years; pending BIR Letters of Authority (LOAs) and Preliminary Assessment Notices (PANs); transfer pricing documentation under Revenue Regulations No. 02-2013; and BIR CAS (Computerized Accounting System) permit.
Labor and Employment: DOLE Rule 1020 Establishment Report; complete list of all employees with employment status (regular, probationary, project, contractual); collective bargaining agreements (CBAs) with recognized unions under the Labor Code Book V; pending NLRC cases; SSS, PhilHealth, and Pag-IBIG contribution records and clearances; and compliance with Kasambahay Law (RA 10361) for household employees.
Intellectual Property: Trademark and patent registrations with the Intellectual Property Office of the Philippines (IPO Philippines) under RA 8293; copyright registrations; domain name registrations; technology licenses; and software license agreements including open-source compliance.
Regulatory Licenses and Permits: Business permits from the LGU (Barangay Clearance, Mayor's Permit); BIR Certificate of Registration (COR); industry-specific licenses (BSP, Insurance Commission, SEC secondary licenses, FDA registrations, LTFRB franchises, NTC licenses, PEZA or BOI registrations); and DENR Environmental Compliance Certificates (ECCs) under PD 1586.
Additional compliance elements for a Due Diligence Checklist (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Due Diligence Checklist (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/corporate/due-diligence-checklist-philippines
"Due Diligence Checklist (Philippines) (Philippines)." Forms Legal, 2026, https://forms-legal.com/philippines/business/corporate/due-diligence-checklist-philippines.
@misc{formslegal-due-diligence-checklist-philippines,
author = {{Forms Legal}},
title = {Due Diligence Checklist (Philippines) (Philippines)},
year = {2026},
howpublished = {\url{https://forms-legal.com/philippines/business/corporate/due-diligence-checklist-philippines}},
note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Also available for these jurisdictions:
Frequently Asked Questions
In a Philippines business acquisition, the buyer's legal and financial advisors request documents organized into categories from the seller. Corporate documents include the SEC Certificate of Incorporation, Articles of Incorporation and By-Laws with all amendments filed under RA 11232, General Information Sheets for the past 5 years, stock and transfer book, and minutes of board and stockholder meetings. Financial documents include audited financial statements for the past 3-5 years prepared under Philippine Financial Reporting Standards (PFRS), unaudited management accounts, and loan and credit facility agreements. Tax documents include BIR Tax Clearance Certificate, filed Income Tax Returns, VAT returns and withholding tax returns for the past 5 years, and any pending BIR Letters of Authority (LOAs) or Preliminary Assessment Notices (PANs) under the NIRC. Labor documents include the DOLE Rule 1020 Establishment Report, employee masterlist with employment status, pending NLRC cases, and SSS/PhilHealth/Pag-IBIG compliance records. Real property documents include Transfer Certificates of Title (TCTs) from the Register of Deeds, real property tax clearances from the LGU, and any mortgage or encumbrance annotations.
Due diligence for a Philippines business acquisition typically takes 3 to 8 weeks depending on the complexity of the target business, the completeness of the seller's document production, and the scope of the review. A small to medium enterprise (SME) acquisition with a straightforward corporate structure and clean BIR tax records may complete due diligence in 2-3 weeks. A large or complex business acquisition — particularly one involving multiple subsidiaries, real property titles requiring review at the Land Registration Authority (LRA), industry-specific regulatory licenses from the Bangko Sentral ng Pilipinas (BSP) or the Insurance Commission, or significant pending NLRC labor cases — may require 6-12 weeks. BIR tax due diligence is often the most time-consuming component, as reviewing 5 years of tax filings and tracing potential transfer pricing issues under Revenue Regulations No. 02-2013 requires detailed examination. Philippine Competition Commission (PCC) merger notification review adds a minimum 30-day standstill period to the overall acquisition timeline when PCC thresholds under RA 10667 are met.
Common red flags discovered during due diligence in Philippine business acquisitions include: unresolved BIR tax deficiency assessments or pending Letters of Authority (LOAs) under the NIRC, which can result in substantial tax liabilities transferred to the buyer in an asset purchase; irregular employment practices — large numbers of employees on fixed-term contracts without valid project justification under the Labor Code (PD 442) — exposing the buyer to regularization claims before the NLRC; unlicensed use of intellectual property or absence of assignment agreements documenting transfer of IP created by employees or contractors (RA 8293 requires written assignment for copyright and patent rights); real property titles with adverse annotations, lis pendens, or unregistered encumbrances at the Register of Deeds; absence of Environmental Compliance Certificates (ECCs) from the DENR for businesses engaged in environmentally critical activities under PD 1586; non-compliance with the Data Privacy Act (RA 10173) and National Privacy Commission (NPC) registration requirements; and failure to secure industry-specific licenses (FDA, BSP, LTFRB) that are non-transferable and may require new applications by the buyer after closing.
A due diligence report in a Philippines business acquisition is confidential as a matter of contract under a Non-Disclosure Agreement (NDA) or Confidentiality Agreement executed before the due diligence process begins. The NDA — enforceable under the Civil Code of the Philippines (RA 386) as a valid contract — restricts the buyer and its advisors from disclosing the contents of the due diligence report and the information obtained from the seller to third parties. The Data Privacy Act of 2012 (RA 10173) and its Implementing Rules administered by the National Privacy Commission (NPC) also protect personal information collected from the target's employees, customers, and counterparties during due diligence — requiring proper data processing agreements and limiting the use of personal data to the specific purpose of evaluating the acquisition. If the acquisition does not proceed, the NDA typically requires the buyer to return or destroy all confidential information and the due diligence report. The contents of the due diligence report may later inform specific representations, warranties, and indemnification provisions in the final Business Acquisition Agreement.
A virtual data room (VDR) is a secure online platform used in Philippines business acquisitions to organize and share due diligence documents between the seller, buyer, and their respective advisors. The seller uploads all requested due diligence documents — SEC filings, BIR tax returns, employment records, real property titles, regulatory licenses — into the VDR, and the buyer's team reviews them remotely with controlled access permissions. VDRs are particularly useful in Philippine M&A transactions because documents from multiple agencies — SEC, BIR, LRA, DOLE, LGU — need to be organized and indexed for efficient review. The use of a VDR is governed by the Electronic Commerce Act (RA 8792), which recognizes electronic documents as legally equivalent to paper documents for most commercial purposes. The seller and buyer should ensure that the VDR's terms of use are consistent with the confidentiality obligations in their NDA and comply with the Data Privacy Act (RA 10173) requirements for personal data processed during due diligence, including obtaining appropriate data processing agreements with the VDR provider.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Business Acquisition Agreement (Philippines)
A Philippines Business Acquisition Agreement for the purchase of an entire business through share or asset acquisition, compliant with the Civil Code (RA 386), Revised Corporation Code (RA 11232), Securities and Exchange Commission regulations, and Philippine Competition Commission (PCC) merger notification rules under RA 10667.
Confidentiality Agreement (M&A) (Philippines)
A Philippines Confidentiality Agreement for mergers, acquisitions, and due diligence, enforceable under the Civil Code (RA 386) and Data Privacy Act (RA 10173). Protects transaction information, financial data, and personal data shared between buyer and seller during M&A discussions and due diligence review.
Term Sheet (Philippines)
A Philippines Term Sheet (Letter of Intent) outlining the preliminary terms of a business acquisition, investment, or joint venture, governed by the Civil Code (RA 386). Covers price, structure, exclusivity, due diligence period, and binding provisions for M&A and venture capital transactions in the Philippines.