EIGHTEENTH CONGRESS OF THE 
REPUBLIC OF THE PHILIPPINES
First Regular Session
S E N A T E
Senate Bill No. 1349
of tijc S ' r a r t n r p
20 
FEB 17 P3 59
RECl . '.f  ■k
Introduced by Senator Juan Miguel F. Zubiri
AN ACT
AMENDING REPUBLIC ACT NO. 8762, OTHERWISE KNOWN AS THE RETAIL 
TRADE LIBERALIZATION ACT, AND FOR OTHER PURPOSES
Nineteen years since Republic Act No. 8762 or the Retail Trade Liberalization 
Act was enacted, a total of only 43 foreign retail investments creating around 22,000 
jobs have been recorded by the Department of Trade and Industry. The minimum 
paid-up capital required for foreign investors to participate in our retail markets, which 
is pegged at US$2.5 million, has been cited as one of the restrictions why the 
Philippines is lagging in terms of foreign investments compared to our ASEAN 
neighbors.
To realize the intention of the law "in attracting promoting and welcoming 
productive investment that will bring down price for the Filipino consumer, create 
more jobs, promote tourism, assist small manufacturers, stimulate economic growth 
and enable Philippine goods and services to become globally competitive through the 
liberalization o f the retail trade sector," the bill proposes to bring down the minimum 
paid-up capital required of foreign investors to the equivalent in Philippine peso of 
US$500,000. The proposed threshold hopes to make the country competitive in the 
region and at the same time continue to protect domestic micro and small enterprises 
from foreign competition.
In view of the foregoing, the approval of this bill is urgently sought.
JUAN MIGUEL F. ZUBIRI


EIGHTEENTH CONGRESS OF THE 
REPUBLIC OF THE PHILIPPINES
First Regular Session
S E N A T E
Senate Bill No. 1349
of tl)r g>i'cvrtaiT
20 
PEB17 P3S9
R£C... ' 
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Introduced by Senator Juan Miguel F. Zubiri
AN ACT
AMENDING REPUBLIC ACT NO. 8762, OTHERWISE KNOWN AS THE RETAIL 
TRADE LIBERALIZATION ACT, AND FOR OTHER PURPOSES
Be it enacted by the Senate and the House o f the Representatives o f the Philippines 
in Congress assembled:
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SECTION. 1. Section 5 of Republic Act No. 8762 is hereby amended to read as
follows:
"SEC. 5. Foreign Equity Participation. - Foreign-owned partnerships, 
associations and corporations formed and organized under the laws of the 
Philippines may, upon registration with the Securities and Exchange Commission 
(SEC) and the Department of Trade and Industry (DTI), or in case of foreign- 
owned single proprietorships, with the DTI, engage or invest in the retail trade 
business [, subject to the following categories:] WITH A MINIMUM PAID-UP 
CAPITAL OF THE EQUIVALENT IN PHILIPPINE PESO OF FIVE HUNDRED 
THOUSAND US DOLLARS (US$500,000.00).
[Category A - Enterprises with paid-up capital of the equivalent in Philippine 
Pesos of less than Two million five hundred thousand US dollars (US$2,500,000) 
shall be reserved exclusively for Filipino citizens and corporations wholly owned by 
Filipino citizens.]
[Category B - Enterprises with a minimum paid-up capital of the equivalent 
in 
Philippine 
Pesos of Two 
million 
five 
hundred 
thousand 
US dollars 
(US$2,500,000) but less than Seven million five hundred thousand US dollars 
(US$7,500,000) may be wholly owned by foreigners except for the first two (2) 
years after the effectivity of this Act wherein foreign participation shall be limited 
to not more than sixty percent (60%) of total equity.]
[Category C - Enterprises with a paid-up capital of the equivalent in 
Philippine Pesos of Seven million five hundred thousand US dollars (US$7,500,000)


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or more may be wholly owned by foreigners: Provided, however, That in no case 
shall the investments for establishing a store in Categories B and C be less than 
the equivalent in Philippine Pesos of Eight hundred thirty thousand US dollars 
(US$830,000).]
[Category D - Enterprises specializing in high-end or luxury products with a 
paid-up capital of the equivalent in Philippine Pesos of Two hundred fifty thousand 
US dollars (US$250,000) per store may be wholly owned by foreigners.]
The foreign investor shall be required to maintain in the Philippines the full 
amount of [the prescribed minimum] ITS PAID UP capital, unless the foreign 
investor has notified the SEC and the DTI of its intention to repatriate its capital 
and cease operations in the Philippines. The actual use In Philippine operations of 
the inwardly remitted [minimum] capital [requirement] shall be monitored by the 
SEC.
Failure to maintain the [fu ll] amount of [the prescribed minimum] PAID 
UP capital REQUIRED IN THE IMMEDIATELY PRECEDING PARAGRAPH,
prior to notification of the SEC and the DTI, shall subject the foreign investor to 
penalties or restrictions on any future trading activities/business in the Philippines.
Foreign retail stores shall secure a certification from the Bangko Sentral ng 
Pilipinas (BSP) and the DTI, which will verify or confirm inward remittance of ITS 
[the minimum required] capital investment."
SEC. 2. Section 6 of Republic Act No. 8762 is hereby deleted.
SEC. 3. Section 7 of Republic Act No. 8762 is hereby deleted.
SEC. 4. Section 8 of Republic Act No. 8762 is hereby amended to read as follows:
"SEC. 8. 
Qualifications o f Foreign Retailers. - [No foreign retailer shall be
allowed to engage in retail trade in the Philippines unless all the following 
qualifications are met:
a. A minimum of Two hundred million US dollars (US$200,000,000) net 
worth in its parent corporation for Categories B and C, and Fifty million 
US dollars (US$50,000,000) net worth in its parent corporation for 
Category D;
b. Five (5) retailing branches or franchises in operation anywhere around 
the word unless such retailer has at least one (1) store capitalized at a 
minimum of Twenty-five million US dollars (US$25,000,000.00);
c. Five (5)-year track record in retailing; and]


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d. Only nationals from, or juridical entities formed or incorporated in
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countries which allow the entry of Filipino retailers shall be allowed to
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engage in retail trade in the Philippines.
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The DTI is hereby authorized to pre-qualify all foreign retailers, subject to
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the provisions of this Act, before they are allowed to conduct business in the
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Philippines.
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The DTI shall keep a record of qualified foreign retailers who may, upon
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compliance with law, establish retail stores in the Philippines. [It shall ensure that
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parent retail trading company of the foreign investor complies with the
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qualifications on capitalization and track record prescribed in this section.]
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The Inter- Agency Committee on Tariff and Related Matters Authority
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(NEDA) Board shall formulate and regularly update a list of foreign retailers of
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high-end or luxury goods and render an annual report on the same to Congress."
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SEC. 5. Section 9 of Republic Act No. 8762 is hereby amended to read as follows:
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"SEC. 9. Promotion o f Locally Manufactured Products. - For ten (10) years
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after the effectivity of this Act, at least thirty percent (30%) of the aggregate cost
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of the stock inventory of foreign retailers [falling under Categories B and C and
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ten percent (10%) for category D] shall be made in the Philippines."
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SEC. 6. Separability Clause. - If any portion or provision of this Act is declared
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unconstitutional, the remainder of this Act or any provision not affected thereby shall
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remain in force and effect.
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SEC. 7. Repealing Clause. - Republic Act No. 8762, and all laws, decrees, orders,
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rules and regulations or other issuances or parts thereof inconsistent with the provisions
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of this Act are hereby repealed or modified accordingly.
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SEC. 8. Effectivity. - This Act shall take effect fifteen (15) days after its
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publication in the Official Gazette or in a newspaper of general circulation.
Approved,