December 1, 1932

ACT NO. 3952

AN ACT TO REGULATE THE SALE, TRANSFER, MORTGAGE
OR ASSIGNMENT OF GOODS, WARES, MERCHANDISE,
PROVISIONS OR MATERIALS, IN BULK, AND PRESCRIBING
PENALTIES FOR THE VIOLATION OF THE PROVISIONS
THEREOF
SECTION 1.This Act shall be known as "The Bulk Sales Law."
SECTION 2.Any sale, transfer, mortgage or assignment of a stock of
goods, wares, merchandise, provisions, or materials otherwise than in
the ordinary course of trade and the regular prosecution of the
business of the vendor, mortgagor, transferor, or assignor, or any sale,
transfer, mortgage or assignment of all, or substantially all, of the
business or trade theretofore conducted by the vendor, mortgagor,
transferor, or assignor, or of all, or substantially all, of the fixtures and
equipment used in and about the business of the vendor, mortgagor,
transferor, or assignor, shall be deemed to be a sale and transfer in
bulk, in contemplation of this Act: Provided, however, That if such
vendor mortgagor, transferor or assignor produces and delivers a
written waiver of the provisions of this Act from his creditors as shown
by verified statements, then, and in that case, the provisions of this
section shall not apply. CAScIH
SECTION 3.It shall be the duty of every person who shall sell,
mortgage, transfer, or assign any stock of goods, wares, merchandise,
provisions or materials in bulk, for cash or on credit, before receiving
from the vendee, mortgagee, or his, or its agent or representative any
part of the purchase price thereof, or any promissory note,
memorandum, or other evidence therefor, to deliver to such vendee,
mortgagee, or agent, or if the vendee, mortgagee, or agent be a
corporation, then to the president, vice-president, treasurer, secretary
or manager of said corporation, or, if such vendee or mortgagee be a
partnership firm, then to a member thereof, a written statement, sworn
to substantially as hereinafter provided, of the names and addresses of
all creditors to whom said vendor or mortgagor may be indebted,
together with the amount of indebtedness due or owing, or to become
due or owing by said vendor or mortgagor to each of said creditors,
which statement shall be verified by an oath to the following effect:
PHILIPPINE ISLANDS)
PROVINCE OR CITY OF ________________)ss
Before

me,

the

undersigned

authority,

personally
appeared
____________________
(vendor, mortgagor, agent or representative, as
the case may be), bearing cedula No.
______________ issued at ________________ on the
____ day of _________ who, by me being first
duly sworn, upon his oath, deposes and states
that the foregoing statement contains the
names
of
all
of
the
creditors
of
______________________ (vendor, or mortgagor)
together with their addresses, and that the
amount set opposite each of said respective
names, is the amount now due and owing, and
which shall become due and owing by
__________________________
(vendor
or
mortgagor) to such creditors, and that there
are no creditors holding claims due or which
shall become due, for, or on account of goods,
wares, merchandise, provisions or materials
purchased upon credit or on account of money
borrowed, to carry on the business of which
said goods, wares, merchandise, provisions or
materials are a part, other than as set forth in
said statement.
_______________________
Subscribed and sworn to before me this ______
day of _______ 19 ___ at _______________.
SECTION 4.Whenever any person shall sell, mortgage, transfer, or
assign any stock of goods, wares, merchandise, provisions or materials,
in bulk, for cash or on credit, and shall receive any part of the purchase
price, or any promissory note, or other evidence of indebtedness for
said purchase price or advance upon mortgage, without having first
delivered to the vendee or mortgagee or to his or its agent or
representative, the sworn statement provided for in section three
hereof, and without applying the purchase or mortgage money of the
said property to the pro-rata payment of the bona fide claim or claims
of the creditors of the vendor or mortgagor, as shown upon such sworn
statement, he shall be deemed to have violated this Act, and any such
sale, transfer or mortgage shall be fraudulent and void. EDIHSC
SECTION 5.It shall be the duty of every vendor, transferor, mortgagor,
or assignor, at least ten days before the sale, transfer or execution of a
mortgage upon any stock of goods, wares, merchandise, provisions or
materials, in bulk, to make a full detailed inventory thereof and to

preserve the same showing the quantity and, so far as is possible with
the exercise of reasonable diligence, the cost price to the vendor,
transferor, mortgagor or assignor of each article to be included in the
sale, transfer or mortgage, and notify every creditor whose name and
address is set forth in the verified statement of the vendor, transferor,
mortgagor, or assignor, at least ten days before transferring possession
thereof, personally or by registered mail, of the price, terms and
conditions of the sale, transfer, mortgage, or assignment.
SECTION 6.Any vendor, transferor, mortgagor or assignor of any stock
of goods, wares, merchandise, provisions or materials, in bulk, or any
person acting for, or on behalf of any such vendor, transferor,
mortgagor, or assignor, who shall knowingly or willfully make, or deliver
or cause to be made or delivered, a statement, as provided for in
section three hereof, which shall not include the names of all such
creditors, with the correct amount due and to become due to each of
them, or shall contain any false or untrue statement, shall be deemed
to have violated the provisions of this Act.
SECTION 7.It shall be unlawful for any person, firm or corporation, as
owner of any stock of goods, wares, merchandise, provisions or
materials, in bulk, to transfer title to the same without consideration or
for a nominal consideration only. ESCcaT
SECTION 8.Nothing in this Act contained shall apply to executors,
administrators, receivers, assignees in insolvency or public officers,
acting under judicial process.
SECTION 9.The sworn statement containing the names and addresses
of all creditors of the vendor or mortgagor provided for in section three
of this Act, shall be registered in the Mercantile Registry of the Bureau
of Commerce and Industry. For the registration of each such sworn
statement a fee of two pesos shall be charged to the vendor or
mortgagor of the stock of goods, wares, merchandise, provisions or
materials, in bulk. SDEITC
SECTION 10.The provisions of this Act shall be administered by the
Director of the Bureau of Commerce and Industry, who is hereby
empowered, with the approval of the Department Head, to prescribe
and adopt from time to time such rules and regulations as may be
deemed necessary for the proper and efficient enforcement of the
provisions of this Act.
SECTION 11.Any person violating any provision of this Act shall, upon
conviction thereof, be punished by imprisonment for not less than six
months, nor more than five years, or fined in any sum not exceeding

five thousand pesos, or by both such imprisonment and fine, in the

discretion of the court. aSTECI
SECTION 12.This Act shall take effect on its approval.
Approved: December 1, 1932

March 7, 2000
REPUBLIC ACT NO. 8762
AN ACT LIBERALIZING THE RETAIL TRADE BUSINESS,
REPEALING FOR THE PURPOSE REPUBLIC ACT NO. 1180, AS
AMENDED, AND FOR OTHER PURPOSES
SECTION 1.Title. This Act shall be known as the
"Retail Trade Liberalization Act of 2000."
SECTION 2.Declaration of Policy. It is the policy of the
State to promote consumer welfare in attracting, promoting and
welcoming productive investments that will bring down prices 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 of the retail trade sector.
Pursuant to this policy, the Philippine retail industry is
hereby liberalized to encourage Filipino and foreign investors to
forge an efficient and competitive retail trade sector in the
interest of empowering the Filipino consumer through lower
prices, higher quality goods, better services and wider choices.
SECTION 3.Definition. As used in this Act:
(1)"Retail Trade" shall mean any act,
occupation or calling of habitually
selling direct to the general public
merchandise, commodities or goods
for consumption, but the restrictions
of this law shall not apply to the
following:
(a)Sales by a manufacturer,
processor, laborer, or
worker, to the general
public the products
manufactured, processed
or produced by him if his
capital does not exceed
One hundred thousand
pesos (P100,000.00);
(b)Sales by a farmer or agriculturist
selling the products of his
farm;
(c)Sales in restaurant operations by

a hotel owner or innkeeper irrespective of the

amount of capital:
Provided, That the
restaurant is incidental to
the hotel business; and
(d)Sales which are limited only to
products manufactured,
processed or assembled
by a manufacturer
through a single outlet,
irrespective of
capitalization.
(2)"High-end or luxury goods" shall refer to
goods which are not necessary for
life maintenance and whose demand
is generated in large part by the
higher income groups. Luxury goods
shall include, but are not limited to,
products such as: jewelry, branded
or designer clothing and footwear,
wearing apparel, leisure and sporting
goods, electronics and other
personal effects. cdtai
SECTION 4.Treatment of Natural-Born Citizen Who Has
Lost His Philippine Citizenship. A natural-born citizen of the
Philippines who has lost his Philippine citizenship but who resides
in the Philippines shall be granted the same rights as Filipino
citizens for purposes of this Act.
SECTION 5.Foreign Equity Participation. Foreignowned 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 foreignowned single proprietorships, with the DTI, engage or invest in the
retail trade business, subject to the following categories:
Category A Enterprises with paid-up capital of the
equivalent in Philippine Pesos of less than Two million five
hundred thousand US dollars (US$2,500,000.00) 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$2,500,000.00) but less than

Seven
million
five
hundred
thousand
US
dollars
(US$7,500,000.00) 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$7,500,000.00) 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$830,000.00).
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$250,000.00) 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 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 full amount of the prescribed
minimum capital 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 the minimum required capital
investment.
SECTION 6.Foreign Investors Acquiring Shares of Stock
of Local Retailers. Foreign investors acquiring shares from
existing retail stores whether or not publicly listed whose net
worth is in excess of the peso equivalent of Two million five
hundred thousand US dollars (US$2,500,000.00) may purchase
only up to a maximum of sixty percent (60%) of the equity thereof
within the first two (2) years from the effectivity of this Act and
thereafter, they may acquire the remaining percentage consistent
with the allowable foreign participation as herein provided.
SECTION 7.Public Offering of Shares of Stock. All

retail trade enterprises under Categories B and C in which foreign

ownership exceeds eighty percent (80%) of equity shall offer a
minimum of thirty percent (30%) of their equity to the public
through any stock exchange in the Philippines within eight (8)
years from their start of operations.
SECTION 8.Qualifications of 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$200,000,000.00) net worth in its
parent corporation for Categories B
and C, and Fifty million US dollars
(US$50,000,000.00) net worth in its
parent corporation for Category D;
(b)Five (5) retailing branches or franchises in
operation anywhere around the
world 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
(d)Only nationals from, or juridical entities
formed or incorporated in countries
which allow the entry of Filipino
retailers shall be allowed to engage
in retail trade in the Philippines.
The DTI is hereby authorized to pre-qualify all foreign
retailers, subject to the provisions of this Act, before they are
allowed to conduct business in the Philippines.
The DTI shall keep a record of qualified foreign retailers
who may, upon compliance with law, establish retail stores in the
Philippines. It shall ensure that the parent retail trading company
of the foreign investor complies with the qualifications on
capitalization and track record prescribed in this section.
The Inter-Agency Committee on Tariff and Related
Matters of the National Economic Development Authority (NEDA)
Board shall formulate and regularly update a list of foreign
retailers of high-end or luxury goods and render an annual report
on the same to Congress.
SECTION 9.Promotion of Locally Manufactured Products.
For ten (10) years after the effectivity of this Act, at least thirty

percent (30%) of the aggregate cost of the stock inventory of

foreign retailers falling under Categories B and C and ten percent
(10%) for Category D shall be made in the Philippines.
SECTION 10.Prohibited Activities of Qualified Foreign
Retailers. Qualified foreign retailers shall not be allowed to
engage in certain retailing activities outside their accredited
stores through the use of mobile or rolling stores or carts, the use
of sales representatives, door-to-door selling, restaurants and sarisari stores and such other similar retailing activities: Provided,
That a detailed list of prohibited activities shall hereafter be
formulated by the DTI.
SECTION
11.Implementing
Agency;
Rules
and
Regulations. The monitoring and regulation of foreign sole
proprietorships, partnerships, associations, or corporations
allowed to engage in retail trade shall be the responsibility of the
DTI. This shall include resolution of conflicts.
The DTI, in coordination with the SEC, the NEDA and
the BSP shall formulate and issue the implementing rules and
regulations necessary to implement this Act within ninety (90)
days after its approval. Cdpr
SECTION 12.Penalty Clause. Any person who shall be
found guilty of violation of any provision of this Act shall be
punished by imprisonment of not less than six (6) years and one
(1) day but not more than eight (8) years, and a fine of not less
than One million pesos (P1,000,000.00) but not more than Twenty

million pesos (P20,000,000.00). In the case of associations,

partnerships or corporations, the penalty shall be imposed upon
its partners, president, directors, manager and other officers
responsible for the violation. If the offender is not a citizen of the
Philippines, he shall be deported immediately after service of
sentence. If the Filipino offender is a public officer or employee,
he shall, in addition to the penalty prescribed herein, suffer
dismissal and permanent disqualification from public office.
SECTION 13.Repealing Clause. Republic Act No.
1180, as amended, is hereby repealed. Republic Act No. 3018, as
amended, and all other laws, executive orders, rules and
regulations or parts thereof inconsistent with this Act are repealed
or modified accordingly.

SECTION 14.Separability Clause. If any provisions of

this Act shall be held unconstitutional, the other provisions not
otherwise affected thereby shall remain in force and effect.
SECTION 15.Effectivity. This Act shall take effect
fifteen (15) days after its approval and publication in at least two
(2) newspapers of general circulation in the Philippines. cdasia
Approved: March 7, 2000
Published in The Manila Times and Malaya on March 10, 2000.
Published in the Official Gazette, Vol. 96 No. 24, page 3695 on June 12,
2000.