How to Keep an Eye on Your Investment in the Philippines: Essential Tips
By: Noel C Ducusin
Investing in a local company in the Philippines is an exciting venture, but ensuring that your investment is being managed properly requires ongoing monitoring. Whether you are a minority shareholder or hold a significant stake, there are several ways to keep track of company activities and financial performance. Below are key strategies to monitor your investment effectively.
Inspection of Corporate Records
As a shareholder, no matter how small your stake, you have the right to inspect certain corporate records. The corporate secretary maintains these records, and they provide valuable insights into the company’s operations and financial standing. Records available for inspection include:
Board Decisions – Understanding the direction of the company through board resolutions.
Financial Reports – Reviewing statements to assess profitability and stability.
Key Contracts – Checking major agreements that could impact business performance.
Shareholder Agreements and Bylaws – Understanding governance structures and rules.
This transparency allows you to stay informed about company performance and strategic decisions.
Getting Elected to the Board
The board of directors is the governing body of a company, setting policies and making key decisions. Having a seat on the board provides direct influence over corporate strategy and financial management.
If you own at least 40% equity in a company, you are often entitled to a board seat, especially in industries where foreign ownership is capped at 40%.
A board seat allows you to access more detailed internal reports and participate in critical company decisions.
Even as a minority board member, you can still ask pertinent questions and push for greater transparency in management.
Being on the board is one of the most effective ways to monitor your investment actively.
Contractual Arrangements for Information Access
Even if you do not own shares, you can still negotiate access to company information through contractual agreements.
Consent Clauses– Data privacy laws limit disclosure, but shareholders and investors can agree on specific information-sharing provisions.
Inspection and Disclosure Rights– You can stipulate contractual terms allowing you to inspect financial records and company decisions.
Third-Party Reports – Contracts can include requirements for independent audits or external reviews.
Thinking ahead and including these provisions in your investment contracts ensures that you receive the necessary visibility into company operations.
Accessing Public Records at the SEC ( Securities Exchange Commission )
Another effective way to verify company performance is through public records filed with the Securities and Exchange Commission (SEC). These reports are required annually and provide an independent source of information, including:
Audited Financial Statements– Reviewing revenue, expenses, assets, and liabilities to track profitability trends.
General Information Sheets– Identifying changes in directors, shareholders, and equity movements.
Corporate Filings – Monitoring any amendments to company articles or by-laws.
By cross-checking private disclosures with SEC filings, you can verify the accuracy of information provided by the company.
Monitoring Through Industry Regulators
If the company operates in a regulated industry, additional reports may be available through specific government agencies. These include:
Bangko Sentral ng Pilipinas (BSP) – For banks and financial institutions.
Securities and Exchange Commission (SEC) – For financing and lending companies.
Insurance Commission – For insurance providers and health maintenance organizations (HMOs).
These agencies require periodic reports that provide valuable insights into the company’s compliance and financial health. Publicly available filings can serve as an additional layer of due diligence.
Conclusion
Monitoring your investment in a Philippine company does not have to be expensive or complicated. By leveraging shareholder rights, board participation, contractual agreements, and public filings, you can gain meaningful insights into company operations. A little forward planning ensures that you stay informed and can make data-driven decisions about your investment.
Staying vigilant and proactive will help you safeguard your investment and maximize returns in the long run.
About the Author
Atty. Noel C. Ducusin is the senior and founding partner of the N. Ducusin & Partners Law Offices - a law firm based in Metropolitan Manila, Republic of the Philippines that specializes in Corporate Advisory, Cross Border Regulatory Matters, Mergers & Acquisitions, and Commercial Litigation.
Atty. Ducusin is also the President & Sole Director of DoingBusinessPH OPC - a company dedicated to empowering foreign investors to do business in the Philippines through online executive education resources, digital books, seminars, as well as online and offline events.
His mission for this Community is to help foreign investors, business owners, and managers by breaking down complex legal concepts and dense technical material into simple, straightforward, and actionable legal information for better business decisions. For easy reading, articles and briefs will be in simple everyday language without legal jargon.
This is not the place for academic writing and legalese will not be tolerated here.
The simpler and the more practical the better.
“Everything should be made as simple as possible, but no simpler.” – Albert Einstein