Notes on Business Law

January 2024
By: Mr. Kirk Adrian Koudroglou

Introduction

Business - This word embraces everything about which a person can be employed. People v. Com’rs of
Taxes, 23 N. Y. 242, 244. That which occupies the time, attention, and labor of men for the purpose of a
livelihood or profit. The doing of a single act pertaining to a particular business will not be considered
engaging in or carrying on the business; yet a series of such acts would be so considered. Goddard v.
Chaffee, 2 Allen (Mass.) 305, 79 Am. Dec. 796; Sterne v. State, 20 Ala. 46. Labor, business, and work are
not synonyms. Labor may be business, but it is not necessarily so; and business is not always labor.

Commerce – Intercourse by way of trade and traffic between different peoples or states and the citizens
or inhabitants thereof, including not only the purchase, sale, and exchange of commodities, but also the
instrumentalities and agencies by which it is promoted and the means and appliances by which it is
carried on, and the transportation of persons as well as of goods, both by land and by sea. Brennan v.
Titusville, 153 U. S. 289

Related Laws:

1. Tax Reform Act of 1997

(Republic Act No. 8424) – which amended the National Internal Revenue Code (NIRC)is the law that
governs the national taxation in the Philippines and gives the Bureau of Internal Revenue (BIR) the
power and duty to assess and collect national internal revenue taxes in the country.

2. The Local Government Code of the Philippines

(Republic Act No.7160) – is the law governing local taxation in the Philippines, including the taxation on
real properties.

3. Labor Code of the Philippines

(Presidential Decree No. 442) – is the law that governs employment practices and labor relations in the
Philippines. (DOLE)

4. Intellectual Property Code of the Philippines

(R.A. 8293) – is the law that governs the registration of patents, trademarks and copyright, and the
enforcement of intellectual property rights in the Philippines. (SEC)

5. The Corporation Code of the Philippines

(B.P. 68) – is the law that governs the registration and regulation of corporations in the Philippines.
(SEC)

6. Civil Law of the Philippines

(R.A. No. 386) – the civil code of the Philippines includes the laws on obligations and contracts. It also
governs special contracts such as contract of agency and partnership.
7. Social Security Act of 1997
(R.A. No. 8282) – the law that mandates employers to register their business and their employees with
the Social Security System (SSS).

8. National Health Insurance Act of 1995

(R.A. No. 7875) – the act that mandates employers to register their business and their employees with
the Philippine Health Insurance Corporation or Phil Health.

9. Home Development Mutual Fund Law of 2009

(R.A. No. 9679) – the act that mandates employers to register their business and their employees with
the Pag-Ibig Fund (HDMF).

10. Food and Drug Administration (FDA) Act of 2009

(R.A. No.9711) – the law that governs the inspection, registration, licensing and monitoring of
establishments and health products.
11. The Philippine Fisheries Code
(R.A. No. 8550) – the law that governs commercial fishing in the Philippines.

12. The Animal Welfare Act of 1998

(R.A. No. 8485) – the act that governs the supervision and regulation of the establishment and
operation of all facilities utilized for breeding, maintaining, keeping, treating, or training of all animals
in the Philippines.

13. Securities Regulation Code of the Philippines

(R.A. No.8799) – the law that governs the registration and regulation of securities, pre-need plans, and
securities market professionals – and the protection of shareholder interests in the Philippines,

14. Financing Company Act of 1998

(R.A. No. 8556) – the Act that governs the registration and regulation of financial companies in the
Philippines.

15. Truth in Lending Act (R.A. No. 3765) – An Act to Require the Disclosure of Finance Charges in
Connection with Extensions of Credit

16. Consumer Act of the Philippines

(Republic Act No. 7394) – The law that protects the interest of the consumers in the Philippines,
promotes their general welfare, and establishes standards of conduct for business and industry.

17. Electronic Commerce Act of 2000

(R.A. 8792) – An act providing for the recognition and use of electronic commercial and non-
commercial transactions, penalties for the unlawful use thereof, and for other purposes.

18. The Magna Carta for Micro, Small and Medium Enterprises (MSMEs), as amended
(RA 9501) – An Act to promote entrepreneurship in the Philippines by strengthening development and
assistance programs to Micro, Small and Medium Scale Enterprises in the country.
19. Barangay Micro Business Enterprises (BMBEs) Act of2002
(R.A. No. 9178) – a law that promotes the establishment of Barangay Micro Business Enterprises
(BMBEs) in the Philippines, and provides incentives and benefits such as income tax exemption and
access to financial, infrastructural, marketing, and knowledge support from the government.

20. Insurance Act of the Philippines, as amended –

The law that governs the insurance business and insurance transactions in the Philippines.

21. Foreign Investments Act of 1991

(R.A. No. 7042) – the law that governs foreign investments in the Philippines.

22. Anti-Violence Against Women and Children Act of 2004

(R.A.9262) – a law that protects women and children in the workplace.

23. Philippine Cooperative Code of 2008

(R.A. 9520) – the law governing the registration, regulation and promotion of cooperatives in the
Philippines.

24. Anti-Money Laundering Act of 2001

(RA 9160) – An Act that aims to protect and preserve the integrity and confidentiality of bank accounts
and to ensure that the Philippines shall not be used as a money laundering site for the proceeds of any
unlawful activity

25. The Anti-Red Tape Act of 2007

(RA 9485) – an act enacted to improve efficiency in the delivery of government services to the public
by reducing bureaucratic red tape, preventing graft and corruption in all the offices of the government.

Constitutional Provisions Relating to Business and Commerce

Article II - State Policies

Sec. 18. The State affirms labor as a primary social economic force. It shall protect the rights of workers
and promote their welfare.

Sec. 19. The State shall develop a self-reliant and independent national economy effectively controlled
by Filipinos.

Sec. 20. The State recognizes the indispensable role of the private sector, encourages private enterprise,
and provides incentives to needed investments.

Article III - Bill of Rights

Sec. 3. (1) The privacy of communication and correspondence shall be inviolable except upon lawful
order of the court, or when public safety or order requires otherwise as prescribed by law.

(2) Any evidence obtained in violation of this or the preceding section shall be inadmissible for any
purpose in any proceeding.
Sec. 8. The right of the people, including those employed in the public and private sectors, to form
unions, associations, or societies for purposes not contrary to law shall not be abridged.

Sec. 9. Private property shall not be taken for public use without just compensation.

Sec. 10. No law impairing the obligation of contracts shall be passed.

Sec. 20. No person shall be imprisoned for debt or non-payment of a poll tax.

Article XII - National Economy and Patrimony

Sec. 1. The goals of the national economy are a more equitable distribution of opportunities, income,
and wealth; a sustained increase in the amount of goods and services produced by the nation for the
benefit of the people; and an expanding productivity as the key to raising the quality of life for all,
especially the underprivileged.

The State shall promote industrialization and full employment based on sound agricultural
development and agrarian reform, through industries that make full and efficient use of human and
natural resources, and which are competitive in both domestic and foreign markets. However, the State
shall protect Filipino enterprises against unfair foreign competition and trade practices.

In the pursuit of these goals, all sectors of the economy and all regions of the country shall be
given optimum opportunity to develop. Private enterprises, including corporations, cooperatives, and
similar collective organizations, shall be encouraged to broaden the base of their ownership.

Sec. 2. All lands of the public domain, waters, minerals, coal, petroleum, and other mineral oils, all forces
of potential energy, fisheries, forests or timber, wildlife, flora and fauna, and other natural resources are
owned by the State. With the exception of agricultural lands, all other natural resources shall not be
alienated. The exploration, development, and utilization of natural resources shall be under the full
control and supervision of the State. The State may directly undertake such activities, or it may enter
into co-production, joint venture, or production-sharing agreements with Filipino citizens, or
corporations or associations at least sixty per centum of whose capital is owned by such citizens. Such
agreements may be for a period not exceeding twenty-five years, renewable for not more than twenty-
five years, and under such terms and conditions as may be provided by law. In cases of water rights for
irrigation, water supply, fisheries, or industrial uses other than the development of water power,
beneficial use may be the measure and limit of the grant.

The State shall protect the nation’s marine wealth in its archipelagic waters, territorial sea, and
exclusive economic zone, and reserve its use and enjoyment exclusively to Filipino citizens.

The Congress may, by law, allow small-scale utilization of natural resources by Filipino citizens,
as well as cooperative fish farming, with priority to subsistence fishermen and fish workers in rivers,
lakes, bays, and lagoons.

The President may enter into agreements with foreign-owned corporations involving either
technical or financial assistance for large-scale exploration, development, and utilization of minerals,
petroleum, and other mineral oils according to the general terms and conditions provided by law, based
on real contributions to the economic growth and general welfare of the country. In such agreements,
the State shall promote the development and use of local scientific and technical resources.

Sec. 3. Lands of the public domain are classified into agricultural, forest or timber, mineral lands, and
national parks. Agricultural lands of the public domain may be further classified by law according to the
uses which they may be devoted. Alienable lands of the public domain shall be limited to agricultural
lands. Private corporations or associations may not hold such alienable lands of the public domain
except by lease, for a period not exceeding twenty-five years, renewable for not more than twenty-five
years, and not to exceed one thousand hectares in area. Citizens of the Philippines may lease not more
than five hundred hectares, or acquire not more than twelve hectares thereof by purchase, homestead,
or grant.

Sec. 6. The use of property bears a social function, and all economic agents shall contribute to the
common good. Individuals and private groups, including corporations, cooperatives, and similar
collective organizations, shall have the right to own, establish, and operate economic enterprises,
subject to the duty of the State to promote distributive justice and to intervene when the common good
so demands.

Sec. 10. The Congress shall, upon recommendation of the economic and planning agency, when the
national interest dictates, reserve to citizens of the Philippines or to corporations or associations at
least sixty per centum of whose capital is owned by such citizens, or such higher percentage as
Congress may prescribe, certain areas of investments. The Congress shall enact measures that will
encourage the formation and operation of enterprises whose capital is wholly owned by Filipinos.

Sec. 11. No franchise, certificate, or any other form of authorization for the operation of a public utility
shall be granted except to citizens of the Philippines or to corporations or associations organized under
the laws of the Philippines at least sixty per centum of whose capital is owned by such citizens, nor shall
such franchise, certificate, or authorization be exclusive in character or for a longer period than fifty
years. Neither shall any such franchise or right be granted except under the condition that it shall be
subject to amendment, alteration, or repeal by the Congress when the common good so requires. The
State shall encourage equity participation in public utilities by the general public. The participation of
foreign investors in the governing body of any public utility enterprise shall be limited to their
proportionate share in its capital, and all the executive and managing officers of such corporation or
association must be citizens of the Philippines.
Sec. 19. The State shall regulate or prohibit monopolies when the public interest so requires. No
combinations in restraint of trade or unfair competition shall be allowed.

Sec. 21. Foreign loans may only be incurred in accordance with law and the regulation of the monetary
authority. Information on foreign loans obtained or guaranteed by the Government shall be made
available to the public.

Article XIII - Social Justice and Human Rights

Sec. 1. The Congress shall give highest priority to the enactment of measures that protect and enhance
the right of all the people to human dignity, reduce social, economic, and political inequalities, and
remove cultural inequities by equitably diffusing wealth and political power for the common good.

Labor

Sec. 3. The State shall afford full protection to labor, local and overseas, organized and unorganized, and
promote full employment and equality of employment opportunities for all.

It shall guarantee the rights of all workers to self-organization, collective bargaining and
negotiations, and peaceful concerted activities, including the right to strike in accordance with law.
They shall be entitled to security of tenure, humane conditions of work, and a living wage. They shall
also participate in policy and decision-making processes affecting their rights and benefits as may be
provided by law.