Legal Services · Contracts
Contract drafting and review in the Philippines
Agreements written in plain terms, built on Philippine law, and reviewed for the risks that cost money later.
Overview
Contracts that say what you mean and hold up when tested
Contracts in the Philippines are governed mainly by the Civil Code. Parties are free to set their own terms, as long as those terms are not contrary to law, morals, good customs, public order or public policy. That freedom is useful, but it also means a badly worded clause binds you just as firmly as a good one. Most contract disputes we see start with vague obligations, missing conditions or a template copied from another country.
Form matters too. Some instruments must be in a public document to be effective against third parties or to be registered, such as deeds affecting real property. Notarization turns a private document into a public one, and certain instruments may also attract documentary stamp tax. We draft and review with all of this in mind, and we confirm the formal requirements and tax treatment that apply to your specific agreement.
What we handle
Agreements we draft and review
Commercial, corporate and property contracts for local and foreign clients.
Commercial agreements
Supply, distribution, service, agency and consultancy contracts written around how your business actually operates.
Corporate agreements
Shareholder, subscription, share purchase and joint venture agreements that respect nationality and ownership rules.
Leases and property instruments
Lease contracts, deeds of sale and related instruments prepared for notarization and, where needed, registration.
Third-party contract review
A clause-by-clause review of contracts sent to you, with risks flagged and changes proposed in plain language.
How it works
How a contract engagement works
Every contract starts with understanding the deal, not with a template.
Understand the deal
We learn the commercial terms, the parties, the risks you care about and what happens if things go wrong.
Draft or mark up
We prepare a first draft or a marked-up version of the other side’s document with notes on each key change.
Negotiate and refine
We support you through comments and revisions until the terms reflect what was actually agreed.
Execute properly
We guide signing, notarization and any stamp tax or registration step the instrument requires.
Estimated timeline
Two weeks from the signing of engagement
Timelines are estimates and depend on complete documents and government agency processing.
Why clients trust us with their contracts
Plain language
We explain every clause so you know exactly what you are signing.
Local and foreign view
We draft for Philippine enforceability while keeping foreign investors' expectations in mind.
Execution covered
Notarization, stamp tax and registration steps are handled, not left as an afterthought.
Frequently asked questions
Contract questions we hear often
Does a contract have to be notarized to be valid?
Not always, since most contracts are binding once the parties agree, whatever the form. Notarization is required for certain instruments, such as deeds that need to be registered with the Registry of Deeds, and it gives any document stronger evidentiary weight. We confirm whether your agreement needs it.
Can we choose foreign law or foreign arbitration?
Parties can generally agree on governing law and on arbitration, and the Philippines supports arbitration through the Alternative Dispute Resolution Act and the enforcement of foreign awards. Some matters, such as rights over Philippine land, remain subject to Philippine law regardless. We advise on the clause that fits your situation.
Is documentary stamp tax due on our agreement?
It depends on the type of instrument. Leases, loan agreements, share issuances and transfers, and conveyances of real property are among the documents that may be subject to it. We identify whether it applies and what is assessed, and we flag it before signing.
Have a contract to draft or review?
Book a free consultation and we will review your agreement or deal terms and tell you where the risks are.
