Legal Structure: Buying a Corporation vs. a Single Proprietorship
Legal Structure: Buying a Corporation vs. a Single Proprietorship
What are the tax and liability implications for a buyer acquiring a Philippine business structured as a Corporation versus a Single Proprietorship?
2 Answers
Acquiring a Philippine corporation limits the buyerโs personal liability to the investment and involves corporate income tax, while a single proprietorship exposes the owner to full personal liability and taxes are paid at the individual rate. Corporations also allow easier transfer of ownership, unlike proprietorships, which require re-registration.
When buying a business in the Philippines, the structure makes a big difference and it really affects both your pocket and your peace of mind. Acquiring a Corporation generally means limited liability for the buyer, so personal assets are mostly protected, and the company itself pays corporate taxes. A Single Proprietorship, however, offers no such shield the owner (and now the buyer) is personally liable for all debts and obligations, and income is taxed as personal income, which can be heavier depending on earnings. Choosing the right structure upfront can feel like a safety net versus walking a tightrope it affects risk, taxes, and how confidently you can grow the business without constantly looking over your shoulder.