🇵🇭 The Philippines · reviewed 2026-10-09
Franchise law and registration in the Philippines
There is no franchise act, no mandatory disclosure document and no franchisor registry. Instead, a franchise agreement is a technology transfer arrangement under the IP Code, and that code decides which clauses are banned, which are compulsory, and when the contract must be registered.
The legal base
- The Philippines has no franchise-specific statute. Franchising is governed by general law, chiefly the Civil Code for contracts and the Intellectual Property Code (RA 8293), under which franchise agreements are treated as technology transfer arrangements. Secondary · Chambers Franchising 2025, Cruz Marcelo & Tenefrancia, 2025-01-01
- No franchise disclosure or relationship law has been enacted. Market practice is shaped largely by the Philippine Franchise Association, which runs a Certified Franchise Executive programme. Secondary · Chambers Franchising 2025, Cruz Marcelo & Tenefrancia, 2025-01-01Official · Philippine Franchise Association, 2026-04-23
Clauses the IP Code bans and requires
- Section 87 lists clauses that are presumed anti-competitive in a technology transfer arrangement, including mandatory sourcing from the licensor, licensor price-fixing, grant-back of the licensee's improvements, royalties after the term expires, export bans and no-contest clauses. Official · RA 8293 (IP Code), Lawphil, 1997-06-06
- Section 88 requires the agreement to name Philippine law as governing law with venue at the licensee's principal office, give the licensee access to improvements, provide for arbitration seated in the Philippines or a neutral country, and state that Philippine taxes on all payments are borne by the licensor. Official · RA 8293 (IP Code), Lawphil, 1997-06-06
When registration is needed
- Under section 92, an agreement that conforms to these rules need not be registered with IPOPHL's Documentation, Information and Technology Transfer Bureau. A non-conforming agreement is unenforceable unless it wins a case-by-case exemption under section 91 and is registered. Official · RA 8293 (IP Code), Lawphil, 1997-06-06Secondary · Chambers Franchising 2025, Cruz Marcelo & Tenefrancia, 2025-01-01
- Executive Order 169 of 12 May 2022 requires franchisors to register their agreements with MSME franchisees with the Department of Trade and Industry within 30 days of signing, and sets minimum terms such as full fee disclosure, term and renewal, termination grounds and a cooling-off period. Members of a registered franchise association may register their standard agreement plus an undertaking instead. Official · Executive Order 169 (2022), Lawphil, 2022-05-12
- EO 169 sets no penalties; compliance may earn incentives. It uses the older RA 6977 size bands, under which a medium enterprise has assets of up to PHP 20 million. Official · Executive Order 169 (2022), Lawphil, 2022-05-12
What this means in practice
- Draft the agreement under Philippine law from the start rather than adapting a home-country template: the section 88 governing-law and venue terms are not optional.
- Strip sourcing, price-fixing and post-term royalty clauses, or obtain an exemption, before signing.
- If your franchisees will be small businesses, plan the 30-day DTI filing into the signing timetable.
- Record the trademark licence with IPOPHL; see the trademarks guide.
More on the Philippines
Franchising in the Philippines: the 2027 guide for foreign franchisorsFranchising into the Philippines: no franchise statute, IP Code rules, EO 169 for MSMEs, retail ownership thresholds and 25% royalty tax, sourced.Can foreigners own a business or franchise in the Philippines?Foreign ownership of a Philippine franchise operator: RA 11595 retail capital, the 13th Negative List and Foreign Investments Act thresholds.Trademarks and IP for franchisors in the PhilippinesProtecting a franchise brand in the Philippines: trademark licence recording with IPOPHL, quality control and technology transfer rules.Tax on royalties and franchise fees in the PhilippinesPhilippine tax on franchise royalties: 25% final withholding, 12% VAT withheld by the payor, treaty relief under RMO 14-2021 and who bears the cost.Finding a master franchisee in the PhilippinesHow to find and vet a master franchisee in the Philippines: where to meet candidates, the capital rules that shape the deal, and a vetting checklist.ASEAN franchise law comparatorSeven ASEAN markets side by side, from Vietnam to Singapore, with sources.