1 
 
EIGHTEENTH CONGRESS OF THE  
) 
REPUBLIC OF THE PHILIPPINES 
) 
Second Regular Session 
 
 
) 
 
 
S E N A T E 
 
S. No. ________ 
 
(In Substitution of SB Nos. 14, 921, 1113 and 1349, taking into 
consideration HB No. 59) 
 
 
 
 
 
Prepared by the Committee on Trade, Commerce and Entrepreneurship with 
Senators Drilon, Gatchalian, Marcos, Zubiri and Pimentel III, as authors thereof. 
 
 
 
AN ACT  
AMENDING REPUBLIC ACT NO. 8762, OTHERWISE KNOWN 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 of Republic Act No. 8762 is hereby amended to read as 
1 
follows:  
2 
 
“SEC. 3. Definition. – As used in this Act. 
3 
(1) “Retail Trade” shall mean any act, occupation, or calling of 
4 
habitually selling direct to the general public merchandise, commodities 
5 
or goods for consumption, but the restriction of this law shall not apply 
6 
to the following: 
7 
xxx 
 
 
xxx 
 
 
xxx 
8 
 
9 
(E) ACTIVITIES OF A RETAIL E-COMMERCE PLATFORM 
10 
OPERATOR: PROVIDED, THAT THE RETAIL E-COMMERCE 
11 
PLATFORM OPERATOR IS NOT ENGAGED IN ACTIVITIES 
12 
Sept 22 2020
10:15 a.m.
1840


 
2 
 
AS 
AN 
INDEPENDENT 
PLATFORM 
E-COMMERCE 
1 
RETAILER AS DEFINED UNDER THIS ACT.  
2 
[(2) "High-end or luxury goods" shall refer to goods which are 
3 
not necessary for life maintenance and whose demand is generated in 
4 
large part by the higher income groups. Luxury goods shall include, but 
5 
are not limited to products such as; jewelry, branded or designer 
6 
clothing and footwear, wearing apparel, leisure and sporting goods, 
7 
electronics and other personal effects.] 
8 
(2) “COMMERCIAL ESTABLISHMENT OPERATOR” SHALL 
9 
REFER TO ANY PERSON, PARTNERSHIP, OR CORPORATION 
10 
WHICH OPERATES ANY BUILDING OR SPACE USED FOR 
11 
CONDUCTING RETAIL TRADE TRANSACTIONS SUCH AS 
12 
MALLS, ARCADES, MARKETS, AND SHOPPING CENTERS.  
13 
(3) “RETAIL E-COMMERCE” SHALL MEAN THE ACTIVITY 
14 
OF ENGAGING IN RETAIL TRADE VIA THE INTERNET OR 
15 
OTHER INFORMATION NETWORK. 
16 
(4) “RETAIL E-COMMERCE PLATFORM OPERATOR” 
17 
SHALL 
REFER 
TO 
ANY 
PERSON, 
PARTNERSHIP, 
OR 
18 
CORPORATION WHICH, IN A RETAIL E-COMMERCE CONTEXT, 
19 
PROVIDES PARTIES TO TRANSACTIONS WITH SERVICES 
20 
SUCH AS OFFERING ONLINE BUSINESS PREMISES, DEAL 
21 
MAKING, AND RELEASING INFORMATION, FOR THEM TO 
22 
INDEPENDENTLY CONDUCT RETAIL ACTIVITIES: PROVIDED, 
23 
THAT, IF THE RETAIL E-COMMERCE PLATFORM OPERATOR 
24 
ENGAGES IN RETAIL TRADE, IT SHALL BE CLASSIFIED AS AN 
25 
INDEPENDENT PLATFORM E-COMMERCE RETAILER.   
26 
(5) 
“INDEPENDENT 
PLATFORM 
E-COMMERCE 
27 
RETAILER” SHALL REFER TO ANY PERSON, PARTNERSHIP, OR 
28 
CORPORATION THAT ENGAGES IN RETAIL TRADE VIA A SELF-
29 
BUILT RETAIL E-COMMERCE PLATFORM. 
30 
(6) “ONLINE PLATFORM” SHALL REFER TO A DIGITAL 
31 
SERVICE THAT FACILITATES INTERACTIONS BETWEEN TWO 
32 


 
3 
 
OR MORE DISTINCT BUT INTERDEPENDENT SETS OF USERS, 
1 
WHETHER 
FIRMS 
OR 
INDIVIDUALS, 
WHO 
INTERACT 
2 
THROUGH THE SERVICE VIA THE INTERNET AND OTHER 
3 
INFORMATION NETWORK. 
4 
(7) “ON-PLATFORM E-COMMERCE RETAILER” SHALL 
5 
REFER TO ANY PERSON, PARTNERSHIP, OR CORPORATION 
6 
THAT ENGAGES IN RETAIL TRADE VIA A RETAIL E-COMMERCE 
7 
PLATFORM OPERATED BY A RETAIL E-COMMERCE PLATFORM 
8 
OPERATOR OR VIA AN ONLINE PLATFORM.  
9 
x x x” 
10 
Sec. 2. Section 5 of Republic Act No. 8762 is hereby amended to read as 
11 
follows:  
12 
"SEC. 5. 
Foreign 
Equity 
Participation. 
– Foreign-owned 
13 
partnerships, associations and corporations formed and organized under 
14 
the laws of the Philippines may, upon registration with the Securities and 
15 
Exchange Commission (SEC) [and the Department of Trade and Industry 
16 
(DTI)], or in case of foreign-owned single proprietorships, UPON 
17 
REGISTRATION with the [DTI] DEPARTMENT OF TRADE AND 
18 
INDUSTRY (DTI), engage or invest in the retail trade business: [, 
19 
subject to the following categories:] PROVIDED, THAT SUCH 
20 
FOREIGN-OWNED 
PARTNERSHIPS, 
CORPORATIONS, 
OR 
21 
SINGLE PROPRIETORSHIPS COMPLY WITH THE FOLLOWING 
22 
CONDITIONS: 
23 
“(A) A FOREIGN RETAILER SHALL HAVE A MINIMUM 
24 
PAID-UP CAPITAL OF THE EQUIVALENT IN PHILIPPINE PESOS 
25 
OF 
THREE 
HUNDRED 
THOUSAND 
US 
DOLLARS 
(USD 
26 
$300,000.00); 
27 
“(B) THE FOREIGN RETAILER’S COUNTRY OF ORIGIN 
28 
ALLOWS THE ENTRY OF FILIPINO RETAILERS; 
29 
 “(C) IN THE CASE OF FOREIGN RETAILERS ENGAGED IN 
30 
RETAIL TRADE THROUGH MORE THAN ONE PHYSICAL STORE, 
31 
THE INVESTMENT FOR EACH STORE MUST BE EQUIVALENT IN 
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4 
 
PHILIPPINE PESOS OF AT LEAST ONE HUNDRED FIFTY 
1 
THOUSAND US DOLLARS (USD $150,000.00); AND 
2 
“(D) IN THE CASE OF FOREIGN INDEPENDENT PLATFORM 
3 
E-COMMERCE 
RETAILERS, 
FOREIGN 
ON-PLATFORM 
E-
4 
COMMERCE RETAILERS, OR ANY OTHER FOREIGN RETAILER 
5 
WITHOUT A PHYSICAL STORE IN THE PHILIPPINES, THEY 
6 
MUST HAVE A FIXED PLACE OF BUSINESS IN THE PHILIPPINES 
7 
SUCH AS A PLACE OF MANAGEMENT, A PHYSICAL OFFICE 
8 
HOUSING THEIR STAFF OR EMPLOYEES, OR A WAREHOUSE.  
9 
 [Category A – Enterprises with paid-up capital of the equivalent 
10 
in Philippine Pesos of less than Two million five hundred thousand US 
11 
dollars (US$2,500,000) shall be reserved exclusively for Filipino citizens 
12 
and corporations wholly owned by Filipino citizens.] 
13 
 [Category B – Enterprises with a minimum paid-up capital of the 
14 
equivalent in Philippine Pesos of Two million five hundred thousand US 
15 
dollars (US$2,500,000) but less than Seven million five hundred 
16 
thousand US dollars (US$7,500,000) may be wholly owned by foreigners 
17 
except for the first two (2) years after the effectivity of this Act wherein 
18 
foreign participation shall be limited to not more than sixty percent 
19 
(60%) of total equity.]  
20 
[Category C – Enterprises paid-up capital of the equivalent in 
21 
Philippine Pesos of Seven million five hundred thousand US dollars 
22 
(US$7,500,000) or more may be wholly owned by foreigners: Provided, 
23 
however, that in no case shall the investments for establishing a store 
24 
in Categories B and C be less than the equivalent in Philippine Pesos of 
25 
Eight hundred thirty thousand US dollars (US$830,000)] 
26 
 [Category D – Enterprises specializing in high-end or luxury 
27 
products with a paid-up capital of the equivalent in Philippine Pesos of 
28 
Two hundred fifty thousand US dollars (US$250,000) per store may be 
29 
wholly owned by foreigners.] 
30 
“The foreign [investor] RETAILER shall be required to maintain 
31 
in the Philippines AT ALL TIMES the [full amount of the prescribed 
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5 
 
minimum] PAID-UP capital OF THREE HUNDRED THOUSAND US 
1 
DOLLARS (USD $300,000.00), unless the foreign [investor] 
2 
RETAILER has notified the SEC [and] OR the DTI IN THE CASE OF 
3 
FOREIGN-OWNED SINGLE PROPRIETORSHIPS of its intention to 
4 
repatriate its capital and cease operations in the Philippines. The actual 
5 
use in Philippine operations of the [inwardly remitted] minimum PAID-
6 
UP capital [requirement] shall be monitored by the SEC IN THE CASE 
7 
OF FOREIGN-OWNED CORPORATIONS OR PARTNERSHIPS OR 
8 
BY THE DTI IN THE CASE OF FOREIGN-OWNED SINGLE 
9 
PROPRIETORSHIPS. 
10 
“Failure to maintain IN THE PHILIPPINES [the full amount of 
11 
the prescribed minimum capital] THE PAID-UP CAPITAL REQUIRED 
12 
IN THE PRECEDING PARAGRAPH, prior to notification of the SEC 
13 
[and] OR the DTI, WHICHEVER IS APPROPRIATE, shall subject the 
14 
foreign [investor] RETAILER to penalties or restrictions on any future 
15 
trading activities/business in the Philippines. 
16 
“FOR PURPOSES OF REGISTRATION WITH THE SEC OR 
17 
THE DTI, THE foreign [retail stores] RETAILER shall [secure a 
18 
certification from the Bangko Sentral ng Pilipinas (BSP) and the DTI 
19 
which will verify or confirm] SUBMIT PROOF OF inward remittance of 
20 
ITS [the minimum required] capital investment TO ITS ACCOUNT 
21 
WITH A BANK IN THE PHILIPPINES, SUCH AS THE BANGKO 
22 
SENTRAL REGISTRATION DOCUMENT OR A CERTIFICATE OF 
23 
INWARD REMITTANCE OF FOREIGN EXCHANGE ISSUED BY THE 
24 
BANK IN THE FORM PRESCRIBED BY THE BANGKO SENTRAL NG 
25 
PILIPINAS (BSP).” 
26 
 
27 
Sec. 3. Section 6 of Republic Act No. 8762 is hereby amended to read as 
28 
follows: 
29 
"SEC. 6. [Foreign Investors Acquiring Shares of Stock of Local 
30 
Retailers. - Foreign investors acquiring shares from existing retail stores 
31 
whether or not publicly listed whose net worth is in the excess of the 
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6 
 
peso equivalent of Two million five hundred thousand US dollars 
1 
(US$2,500,000.00) may purchase only up to a maximum of sixty 
2 
percent (60%) of the equity thereof within the first two (2) years from 
3 
the effectivity of this Act and thereafter, they may acquire the remaining 
4 
percentage consistent with the allowable foreign participation as herein 
5 
provided.] 
RESPONSIBILITIES 
OF 
COMMERCIAL 
6 
ESTABLISHMENT 
OPERATORS, 
RETAIL 
E-COMMERCE 
7 
PLATFORM OPERATORS, ONLINE PLATFORM OPERATORS, 
8 
AND ANY OTHER OPERATORS OF PLATFORMS USED BY 
9 
FOREIGN RETAILERS. – FOR THE PURPOSE OF MONITORING 
10 
COMPLIANCE 
WITH 
THIS 
ACT, 
ALL 
COMMERCIAL 
11 
ESTABLISHMENT OPERATORS IN THE PHILIPPINES AS WELL 
12 
AS RETAIL E-COMMERCE PLATFORM OPERATORS, ONLINE 
13 
PLATFORM OPERATORS, AND OPERATORS OF ANY OTHER 
14 
PLATFORMS USED BY FOREIGN RETAILERS SHALL:  
15 
“(A) ENSURE THAT THEIR FOREIGN RETAILERS ARE 
16 
REGISTERED WITH THE SEC OR THE DTI, WHICHEVER IS 
17 
APPROPRIATE. IN THE CASE OF RETAIL E-COMMERCE 
18 
PLATFORM OPERATORS, ONLINE PLATFORM OPERATORS, 
19 
AND OPERATORS OF ANY OTHER PLATFORMS USED BY 
20 
FOREIGN 
RETAILERS, SUCH 
INFORMATION SHALL BE 
21 
DISPLAYED IN THEIR PLATFORMS; AND 
22 
“(B) SUBMIT TO THE SEC OR THE DTI, WHICHEVER IS 
23 
APPROPRIATE, A LIST OF ALL FOREIGN RETAILERS ON A 
24 
QUARTERLY BASIS. 
25 
“THE SEC AND THE DTI SHALL REVIEW THE LIST 
26 
SUBMITTED 
BY 
THE 
COMMERCIAL 
ESTABLISHMENT 
27 
OPERATORS, RETAIL E-COMMERCE PLATFORM OPERATORS, 
28 
ONLINE PLATFORM OPERATORS, AND OPERATORS OF ANY 
29 
OTHER PLATFORMS USED BY FOREIGN RETAILERS, AND 
30 
ENSURE THAT FOREIGN RETAILERS COMPLY WITH THE 
31 
REQUIREMENTS OF THIS ACT.” 
32 


 
7 
 
Sec. 4. Section 7 of Republic Act No. 8762 is hereby amended to read as 
1 
follows: 
2 
"SEC. 7. [Public Offering of Shares of Stock. – All retail trade 
3 
enterprises under Categories B and C in which foreign ownership 
4 
exceeds eighty percent (80%) of equity shall offer a minimum of thirty 
5 
percent (30%) of their equity to the public through any stock exchange 
6 
in the Philippine within eight (8) years from their start of operations.] 
7 
REVIEW OF THE MINIMUM PAID-UP CAPITAL REQUIREMENT. 
8 
– THE DTI, SEC, BSP AND THE NATIONAL ECONOMIC AND 
9 
DEVELOPMENT AUTHORITY (NEDA) SHALL REVIEW THE 
10 
REQUIRED MINIMUM PAID-UP CAPITAL EVERY FIVE (5) 
11 
YEARS 
FROM 
THE 
EFFECTIVITY 
OF 
THIS 
ACT. 
THE 
12 
RECOMMENDATION OF THE DTI, SEC, BSP AND NEDA SHALL 
13 
BE SUBMITTED TO CONGRESS.” 
14 
Sec. 5. Section 8 of Republic Act No.  8762 is hereby amended to read as 
15 
follows: 
16 
“SEC. 8. [Qualification of Foreign Retailers. - No foreign retailer shall 
17 
be allowed to engage in retail trade in the Philippine unless all the following 
18 
qualifications are met: 
19 
(a) 
A 
minimum 
of 
Two 
hundred 
million 
US 
dollar 
20 
(US$200,000,000.00) net worth in its parent corporation for 
21 
Categories 
B 
and 
C, 
and 
Fifty 
million 
US 
dollar 
22 
(US$50,000,000.00) net worth in its parent corporation for 
23 
category D; 
24 
(b) (5) retailing branches or franchises in operation anywhere 
25 
around the word unless such retailer has at least one (1) store 
26 
capitalized at a minimum of Twenty-five million US dollars 
27 
(US$25,000,000.00); 
28 
(c) Five (5)-year track record in retailing; and 
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8 
 
(d) Only nationals from, or juridical entities formed or 
1 
incorporated in Countries which allow the entry of Filipino retailers 
2 
shall be allowed to engage in retail trade in the Philippines. 
3 
The DTI is hereby authorized to pre-qualify all foreign retailers, subject 
4 
to the provisions of this Act, before they are allowed to conduct business in the 
5 
Philippine. 
6 
The DTI shall keep a record of Qualified foreign retailers who may, upon 
7 
compliance with law, establish retail stores in the Philippine. It shall ensure that 
8 
parent retail trading company of the foreign investor complies with the 
9 
qualifications on capitalization and track record prescribed in this section] 
10 
PENALTY CLAUSE. – ANY COMMERCIAL ESTABLISHMENT OPERATOR, 
11 
RETAIL E-COMMERCE PLATFORM OPERATOR, ONLINE PLATFORM 
12 
OPERATOR OR ANY OTHER PLATFORM OPERATOR USED BY FOREIGN 
13 
RETAILERS THAT FAILS OR REFUSES TO COMPLY WITH THE 
14 
OBLIGATIONS UNDER SECTION 6 OF THIS ACT SHALL PAY A PENALTY 
15 
OF NOT LESS THAN FIFTY THOUSAND PESOS (P50,000.00) BUT NOT 
16 
MORE THAN FIVE HUNDRED THOUSAND (P500,000.00) FOR EACH 
17 
VIOLATION AND A SIMILAR AMOUNT OF PENALTY FOR EACH DAY 
18 
THEREAFTER UNTIL THE REPORTORIAL OBLIGATION IS COMPLIED 
19 
WITH. A SIMILAR FINE SHALL BE IMPOSED ON ANY COMMERCIAL 
20 
ESTABLISHMENT OPERATOR, RETAIL E-COMMERCE PLATFORM 
21 
OPERATOR, OR ONLINE PLATFORM OPERATOR WHICH SHALL, 
22 
INTENTIONALLY OR 
NEGLIGENTLY, 
SUPPLY INCORRECT 
OR 
23 
MISLEADING INFORMATION IN ITS REPORT.  
24 
“VIOLATION OF ANY OTHER PROVISION OF THIS ACT SHALL 
25 
BE PUNISHABLE BY IMPRISONMENT OF NOT LESS THAN SIX (6) 
26 
YEARS AND ONE (1) DAY BUT NOT MORE THAN EIGHT (8) YEARS, 
27 
AND A FINE OF NOT LESS THAN ONE MILLION PESOS (P1,000,000.00) 
28 
BUT NOT MORE THAN TWENTY MILLION PESOS (P20,000,000.00). IN 
29 
THE CASE OF ASSOCIATIONS, PARTNERSHIPS OR CORPORATIONS, 
30 
THE PENALTY SHALL BE IMPOSED UPON ITS PARTNERS, PRESIDENT, 
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9 
 
GENERAL MANAGER AND OTHER OFFICERS RESPONSIBLE FOR THE 
1 
VIOLATION. IF THE OFFENDER IS NOT A CITIZEN OF THE 
2 
PHILIPPINES HE SHALL BE DEPORTED IMMEDIATELY 
AFTER 
3 
SERVICE OF SENTENCE. IF THE FILIPINO OFFENDER IS A PUBLIC 
4 
OFFICER OR EMPLOYEE, HE SHALL, IN ADDITION TO THE PENALTY 
5 
PRESCRIBED 
HEREIN, SUFFER DISMISSAL AND 
PERMANENT 
6 
DISQUALIFICATION FROM PUBLIC OFFICE” 
7 
Sec. 6. Section 9 of Republic Act No. 8762 is hereby deleted and succeeding 
8 
sections renumbered accordingly. 
9 
Sec. 7. Sections 12 to 15 of Republic Act No. 8762 are hereby deleted. 
10 
Sec. 8. Repealing Clause. –  All laws, decrees, executive orders, proclamations, 
11 
rules and regulations, and issuances or parts thereof which are inconsistent with the 
12 
provisions of this Act, are hereby repealed, amended or modified accordingly.  
13 
Sec. 9. Separability Clause. – If any provision of this Act is held invalid or 
14 
unconstitutional, the other provisions not affected thereby shall remain in full force 
15 
and effect. 
16 
Sec. 10. Effectivity. – This Act shall take effect fifteen (15) days after its 
17 
publication in the Official Gazette or in at least two (2) newspapers of general 
18 
circulation in the Philippines.  
19 
Approved,