Buying an existing Philippine company can save setup work, but you are also buying its history, records, obligations and relationships. The right question is not simply whether the company exists. It is whether the company is clean, useful for your plans and capable of being handed over on acceptable terms.
If you are evaluating this specific opportunity, first review what is included in the Webshop Solutions Corporation sale, then use the checklist below to build your document request.
1. Corporate identity and ownership
Request and reconcile the current corporate records, including:
- SEC Certificate of Incorporation;
- Articles of Incorporation and By-Laws;
- current and relevant historical General Information Sheets;
- stock and transfer records;
- directors and officers;
- beneficial ownership information;
- board and shareholder resolutions material to the sale;
- any restrictions affecting a change of ownership or control.
Confirm that the proposed seller has authority to complete the transaction and that the intended ownership structure is permitted for the buyer's planned activities.
2. Tax and financial position
Review with qualified Philippine accounting and tax advisers:
- BIR registration and relevant tax returns;
- financial statements and management accounts appropriate to the company;
- bank statements;
- accounts payable and receivable;
- loans, guarantees, liens and other obligations;
- tax assessments, disputes or unpaid liabilities;
- related-party balances;
- material recurring expenses and commitments.
If a buyer wants comfort that the company is debt-free or has no hidden liabilities, the evidence should come from the records rather than from a marketing sentence.
3. SBMA and other regulatory status
For a company based in Subic Bay Freeport, review the current:
- SBMA Certificate of Registration and Tax Exemption, if applicable;
- business permit and other current certificates;
- registered business or project activity;
- compliance submissions and fees;
- lease or premises information tied to the registration;
- approvals needed for a change in ownership, officers, name or activity.
The SBMA due-diligence page explains why current incentive eligibility and registration scope should be checked against the buyer's future business.
4. Contracts and commercial obligations
Identify every contract that could matter after closing, including customers, suppliers, telecoms, professional services, software, insurance, leases and other recurring commitments.
For each material contract, determine whether it:
- continues without consent;
- requires notice;
- requires consent;
- can be terminated because of a change of control;
- should be replaced as part of the handover.
5. Banking and payment relationships
Establish the banking position relevant to the transaction, including any current account status, authorized signatories, balances or obligations that need review, and the bank's requirements for new beneficial owners and controllers.
The corporate banking page explains the banking transition without assuming that a particular account arrangement is automatically ready for a new owner.
6. Digital assets and cybersecurity
For a technology-facing company, the digital handover deserves the same attention as physical assets. Verify:
- domains and registrar ownership;
- DNS and CDN accounts;
- website source code and deployment access;
- email domains and administrative accounts;
- cloud services and repositories;
- MFA and recovery methods;
- backups;
- software licenses;
- analytics and search properties, if included;
- former employee or contractor access;
- known security incidents or unresolved risks.
The webshop.ph and digital-assets page explains the current website architecture and the assets that should be listed explicitly in the sale schedule. Buyers can also review the live Webshop Solutions Corporation website and its cybersecurity services as part of understanding the company's digital footprint.
7. Employees, contractors and personal data
If employees, contractors or personal data are part of the deal, obtain Philippine advice on employment obligations, accrued benefits, contractor status, privacy requirements and the effect of the chosen transaction structure.
Do not treat people or personal data as ordinary transferable assets.
8. Office and physical assets
Confirm the premises arrangement proposed for the transition, along with any deposits, rent, utilities, connectivity, furniture, computers, network equipment, security arrangements and items specifically included or excluded from the sale.
See the Subic office and local operating-base page for the specific issues to check here.
9. Transaction structure and closing
The buyer and advisers should decide whether the transaction is a share purchase, asset purchase or another structure suitable to the parties. The signed documents should identify exactly what the buyer receives, which liabilities remain, what must happen before closing and which third-party approvals are required.
The buying-process page provides a practical sequence from first inquiry to handover.
10. Build the handover plan before you sign
Domains, bank access, corporate records, email, cloud systems, SBMA matters and office administration should have named owners and a transition sequence before closing. A useful next reference is the 30/60/90-day post-purchase transition plan.
The purpose of due diligence
Due diligence is not about making a deal difficult. It is how a buyer separates real value from assumptions and enters the transaction knowing what must happen next.
If the opportunity fits your plan, contact the seller with the areas you want to review first.