Bits of Law

All businesses, from small sole proprietorships to gigantic corporations, can reap great benefits by working with a lawyer. If you own or plan to own a business, it’s important to form a professional relationship with a skilled lawyer that you can trust. He or she will help ensure that you are abiding by the relevant laws that govern your business. Here’s what you need to know about legal retainer services. What are legal retainer services and do I really need them? When a business enters a legal retainer agreement with a lawyer, they pay the lawyer an upfront fee to ensure that he or she is always available whenever the business needs legal help or advice. This lawyer typically has an intimate knowledge of the business in question so that he/she can provide the best legal services for its unique needs.  So, do you really need legal retainer services? It depends on the needs of your business. Again, all businesses will need to work with a lawyer to ensure its smooth sailing.  Some businesses hire lawyers on an ‘ad-hoc’ basis, literally meaning ‘for this.’ This means they hire lawyers only as needed, when a specific situation crops up that must be handled by a lawyer. This works out if the business rarely needs legal assistance in their operations. While it sounds more practical on paper, it can also be difficult to look for a competent and trustworthy lawyer that can address your needs immediately, especially on short notice. Alternatively, other businesses hire a business lawyer as a regular employee. This ensures that legal help for the business is always available and within reach. However, hiring a lawyer as an employee can be expensive. The additional cost of staff and office expenses must be considered. It may not be worth hiring an in-house counsel if you don’t need constant legal help. If neither of these options fit your needs, that’s when you need legal retainer services. If you regularly need the services of a lawyer but don’t have the budget to hire one as a regular employee, availing legal retainer services is  the perfect compromise. You can rest assured knowing that your retainer lawyer will prioritize your needs for a cheaper cost. What are the benefits of legal retainer services? What services are included in a legal retainer agreement? Inclusions of a legal retainer agreement may be tailor fit to suit one’s needs. Some common services include: 

Money laundering is considered one of the most severe financial crimes, committed by organized crime groups worldwide. Simply put, money laundering is the act of covering up the origins of illegally sourced income. This lets criminals avoid prosecution for the original crime of obtaining said “dirty money” in the first place. Republic Act No. 9160, or the Anti-Money Laundering Act of 2001, seeks to prevent and punish cases of money laundering in the Philippines. Here’s what you need to know. What is money laundering and how does it work? Money laundering “cleanses” any illegally obtained money by passing it through legitimate transactions. Doing so essentially overwrites the money’s initial origins. This then allows criminals to get away with their illegal income methods and avoid taxation. The following actions are considered to be acts of money laundering: What is the Anti-Money Laundering Council and what do they do? To address the issue of money laundering, the Anti-Money Laundering Council (AMLC) was formed alongside the Anti-Money Laundering Act of 2001. Core members include the Governor of the Bangko Sentral ng Pilipinas as the chairman, both the Commissioner of the Insurance Commission and the Chairman of the Securities and Exchange Commission as members, and a secretariat. The functions of the AMLC are as follows: What penalties will guilty parties face? The penalties listed in this act vary depending on the crime committed. They are as follows: How can money laundering be prevented? A huge part of preventing money laundering is ensuring that covered institutions meticulously record their transactions and customers.  “Covered institutions” refer to entities such as banks, non-banks, quasi-banks, trust entities, insurance companies, securities dealers, brokers, investment houses, mutual funds, pre-need companies, foreign exchange corporations, and other similar financial entities regulated by the BSP, Insurance Commission, or SEC. Covered institutions can help prevent money laundering by doing the following: Can money laundering affect me personally? Yes. This is because some money laundering strategies get innocent parties into helping criminal organizations, either knowingly or unknowingly. These parties are “money mules.”  Criminal organizations use money mules by transferring the dirty money to their accounts. The money mules then use a series of transfers and transactions to cover up the money’s origins, and then return the funds to the criminal. Money mules either use their accounts or their business accounts for this technique and are sometimes roped into it by falling for a scam organized by the criminal. By staying aware, you can prevent criminals from turning you or your business into an unwitting money mule. Money laundering criminals are good at coming up with incentivizing scams that many people fall for. It’s up to you and your discernment to differentiate scams from genuine opportunities. Here are a few examples of scams to watch out for:

How do you prove that the property you possess is indeed yours? Many people believe that having a tax declaration is more than enough proof, and that it has the same weight as a land title. This, however, is certainly not the case. What is the difference between the two? And do you truly own your property, or are you simply in possession of it? Here’s what you need to know.  But first: what is the difference between possession and ownership? Before we can discuss what a tax declaration and what a land title is, we must first clarify the definitions of the terms possession and ownership. These two terms highlight one of the core differences between the two documents – namely, how much authority each document provides. Legally speaking, possession and ownership have very different definitions, even if our everyday language frequently mixes them up together. When someone is in possession of a property, he or she is in a de facto relationship with it. This means that the relationship is based on the control that the person has over the property. It is not defined by the legal recognition of who actually owns the property; just because a person possesses a property does not mean that he or she is its legal owner. Because he/she does not truly own the property, he/she does not have the rights to do anything beyond using it for its intended use. He/she cannot sell, dispose, or destroy it. For example, someone can lease a vehicle, which grants him or her the right to use it. He/she is thus in possession of the vehicle. However, he/she is not the legal owner. Refusing to pay the due monthly payments may lead to the actual owners repossessing the vehicle. Meanwhile, ownership is a legal acknowledgment of the owner’s rights. As the true owner of the property, he/she is free to do anything to the property. He/she could also be in possession of it, granting him/her physical control over it. He/she can also allow another person to occupy it, use it, sell it, give it away, or destroy it. For example, say someone has ownership of a vehicle. As the true owner of the vehicle, he/she can do anything he/she wants to do with it. He/she can possess and use it, lease it to someone else, give it away, or destroy it. No one will be able to take the vehicle away from the owner, either. What is the difference between a tax declaration and a land title?  Now that we know the definitions of possession and ownership, we can properly distinguish the difference between a tax declaration and a land title.  A land title serves as proof of the right of ownership to a property and is the most indisputable way to prove such. Whoever’s name is written on the land title is considered the official owner of the land. It must be registered with the Register of Deeds of whichever municipality, city, or province where the land is located.  On the other hand, a tax declaration shows the assessed value of the property on which the real property tax is based on. It also serves as proof that the one currently in possession of the land is complying with his/her tax obligations. Because of this, the tax declaration also serves as sufficient proof that the person named therein has a claim over the property. However, this does not mean that it’s sufficient proof of ownership.  Someone who has a tax declaration of a property but not a land title does not have true ownership on said property. However, it does prove your rights to possess it. If there is no land title attached to a property, a holder of a tax declaration may have a shot at claiming ownership.

We are living in the golden age of communication. Long-distance relationships and friendships are as easy as ever. Even seeing your loved ones’ faces is as easy as clicking a button whenever and wherever you want. However, these technological advances also come with their fair share of dangers. The possibility of someone taking photos and videos of you without your consent is unfortunately yet constantly present. Such repulsive acts are often the cause of various sex scandals. Republic Act No. 9995, or the “Anti-Photo and Video Voyeurism Act of 2009”, aims to deter people from committing the said acts. It also aims to punish people who have already committed the same. This article aims to break down R.A. No. 9995 for your ease of understanding. The Basics The Anti-Photo and Video Voyeurism Act of 2009 defines the parameters of photo or video voyeurism, prescribes the penalties for any perpetrators, and defines any exemptions and clauses included in the law. In the context of this Act, “photo or video voyeurism” is the act of taking photos or videos of anyone performing a sexual act or of their private areas without their consent. The person/s must have a reasonable expectation of privacy during the moment of capture, meaning that they have reason to believe that they did not have to be concerned about anyone taking photos or videos of them. Prohibited Acts Section 4 of R.A. No. 9995 clarifies which acts are prohibited and declared unlawful for any person: Note that these prohibitions do not apply if the person in the material had given his/her consent to create or distribute the photos, videos, or recordings. Penalties Anyone guilty perpetrators of the prohibited acts listed above must serve at least three (3) years but not more than seven (7) years of imprisonment, or pay a fine of at least One Hundred Thousand Pesos (P100,000.00) but not more than Five Hundred Thousand Pesos (P500,000.00), or both, at the discretion of the court. If the violator is a juridical person, such as a corporation or agency, its license or franchise shall be revoked. If a public officer, employee, or professional is guilty, he or she shall be administratively liable.  Exemptions There is only one situation in which a person does not have to face the consequences of this law. If the court has authorized a police officer to use the record or any copy thereof as evidence in any civil, criminal investigation or trial of the crime of photo or video voyeurism, then the court will not consider him or her guilty of committing the prohibited acts written in this law.  However, this is exception only applies if the written order is issued or granted upon written application and the examination under oath or affirmation of the applicant and the witnesses/he or she may produce, and upon showing that there are reasonable grounds to believe that photo or video voyeurism has been committed or is about to be committed, and that the evidence to be obtained is essential to the conviction of any person for, or the solution or prevention of such, crime.

Republic Act No. 11976, also known as the Ease of Paying Taxes Act, is now effective as of January 22nd, 2024. This Act aims to improve efficiency in the tax administration system by providing solutions that will encourage taxpayers into complying with their tax obligations. Here are the highlights so that you can fully inform yourself on the improvements made to tax administration. The implementing rules and regulations of this Act will be released within 90 days from effectivity of the law, so we should be able to review them before April 21st, 2024.

The articles of incorporation is one of the most important documents that you must create and submit to the SEC when creating a corporation. But what is it? How do you create one? And can you amend your Articles of Incorporation later on? Here’s what you need to know. What are articles of incorporation? The articles of incorporation is a set of documents that you must file with the SEC, or the Securities and Exchange Commission, to legally create a corporation. Once you have submitted it and all other requirements to the SEC, the SEC will issue the Certificate of Incorporation that serves as proof of the corporation’s existence as an artificial person created by law. The articles of incorporation contain all of the basic yet necessary information regarding the corporation. This includes: How can you amend the articles of incorporation? Any part of the articles of incorporation may be amended if it is agreed upon by a majority vote of the board of directors or trustees. It will also require the vote or written assent of the stockholders representing at least two-thirds (⅔) of the outstanding capital stock. This is in accordance with Section 15 of the revised Corporation Code. In order to make the amendments official and recognized, you must first submit the following requirements to the SEC: When preparing the amended articles of incorporation, one should include both the original and amended versions and underscore the changes made, followed by the date of the meeting approving said changes. The amendments shall only take effect once the Securities and Exchange Commission has given the corporation its approval. Said amendments can also take effect if it has been at least six (6) months since the date of filing and the Commission has not yet acted for a cause not attributable to the corporation.  Can articles of incorporation or amendment be disapproved? The SEC may disapprove articles of incorporation or any amendments made if it does not comply with the requirements of the Corporation Code. However, the SEC must tell the incorporators, directors, trustees, or officers the reason for disapproval. They must also give them ample time to modify the objectionable portions of the articles or amendments.  The following are grounds for disapproval of articles or amendment:

Everyone understands the process they must undergo if they want to leave their current place of employment: create a written letter of resignation and abide by the 30-day notice period. A large majority of employees understand this process and abide by it because of the severe consequences that come with job abandonment. Someone who abandons their employment will take a big hit to his or her reputation. But if someone decides to risk it and abandons his or her job, the employers must deal with the mess. How does one handle employee abandonment? Here’s what you need to know. What is the difference between AWOL and Abandonment? First, we must clearly define the difference between AWOL and abandonment. “AWOL” is short for “Absent without Leave”. It refers to any scenario wherein an employee misses work without properly informing or requesting leave from their employer.  An employee is only AWOL for as long as he or she either has a justifiable reason for the absence OR has no clear intent to sever the employer-employee relationship.  As the employer, it’s important to investigate the matter before writing off the employee as having abandoned their work. There are many justifiable reasons as to why an employee might go AWOL, such as a family emergency or health emergency. It is then up to your judgment whether or not to terminate the employee due to AWOL or allow them to keep working. However, if this is the case, employee abandonment would no longer be a valid reason for termination. Take note as well that in our jurisdiction, termination or dismissal based on just causes such as AWOL is considered as a “supreme penalty” for erring employees and may generally only be imposed upon the employee as a final measure.  On the other hand, an employee who abandons his or her job would act as if he or she is not part of the company at all.  What are the elements of abandonment? For an employee to be accused of job abandonment, two factors must be in play. Again, if the employee has a valid reason, there’s a chance that he or she has no intention to abandon his or her work. A personal emergency in which the employee is in no state to work is a good example of a valid reason. Instead, he or she must show an unjustified and deliberate refusal to work in his or her current workplace again. One can prove an employee’s intent to sever the employer-employee relationship through his or her overt acts. This act should clearly show the employee’s intent to never return to his or her job. An example of such an overt act is if the employee enters a new workplace without informing the company he or she had abandoned. Another example is if the employee ignores any attempts of communication through several different mediums from any member of the workplace. How do you process a termination for abandonment of work?  If you are going to terminate an employment for abandonment of work, you must be able to provide sufficient evidence. Before you even begin the termination process, do everything you can to contact your employee through all available means. Use whichever methods of communication that you have on file, such as their phone number, email address, employee communication channels, or written letter sent to their last recorded home address. You can also reach out to their emergency contact if all else fails. Make sure that you keep a log of all the times you attempted communication with the employee, including date, time, and medium of communication. If the employee ignores all of your attempts, you can use your logs as evidence of the employee’s unwillingness to continue working. These will support the just cause for the employer to terminate the employee due to abandonment. Section (b), Art. 297 of the Philippine Labor Code provides that an employee may be terminated due to gross and habitual neglect of his duties. Since you have already proven that such ground for termination exists, you must then follow due process requirements for terminating an employee for just causes, in accordance with the Philippine Labor Code. These steps are as follows:

Are you thinking of buying a second hand car? Buying second hand is cheaper, better for the environment, and grants cheaper insurance costs. But if you’ve already started looking, you may have come across offers that repeatedly say the phrase “open deed of sale.” What is an open deed of sale, and why are so many people warning you against it? Here’s what you need to know. What is an open deed of sale? Before we can learn what an open deed of sale is, we must first know what a deed of sale is in the first place. You can think of a deed of sale as a receipt – it is a legal document proving that the purchase of a property between buyer and seller is complete. A deed of sale contains the information of both the seller and buyer, such as their full name, marital status, and address. If the property in question is a motor vehicle, then it should also contain details such as its make, model, color, body type, plate number, engine number, and selling price. Finally, both the buyer and seller must sign the document and have it notarized by a lawyer. This document becomes an open deed of sale if it lacks the buyer’s information and signature. This type of deed of sale is common among those in the motor vehicle buy and sell industry. Many of these resellers don’t want to deal with the hassle of registering the vehicle to their name if they’re going to sell it soon regardless, so they leave the deed of sale open to save time and effort. Why shouldn’t I buy or sell a vehicle with an open deed of sale? There is heavy risk that comes with buying or selling a vehicle with an open deed of sale. For one, these deeds are not legal. An open deed of sale does not comply with the requirements of the Land Transportation Office for transferring car ownership. It also cannot be notarized, and any lawyer who attempts to notarize an open deed of sale may face civil and criminal liability. There are also personal risks that both buyers and sellers will be subject to with the transaction. Buyers would have no way of knowing the vehicle’s history, such as whether it has had multiple changes of ownership before. In the worst case scenario, the buyer would not know if the vehicle has an unsavory history; it may actually be a stolen vehicle that is currently being searched for, or a vehicle that was involved in a major accident. The PNP has no way of knowing whether the current driver is part of the vehicle’s history or not. However, the fact that he or she is currently using that vehicle may be enough grounds to arrest him or her without explanation. Sellers are also putting themselves in a risky position. After all, their name is still on the deed of sale, which means they will be held liable for any major incidents that the vehicle may get into. They would also have to pay for any fines and penalties levied against them for any rule violations committed by the new owner of the vehicle. The seller could even face criminal charges if the vehicle becomes involved in an incident that gets someone injured or killed. When should I agree to an Open Deed of Sale? Despite all the risks, many people still buy or sell vehicles with an open deed of sale. Sellers may still prioritize the convenience of keeping deeds open, while buyers may find vehicles with open deeds of sale at low prices. It’s tempting to wave off the risks and take the plunge regardless. If you’re in need of a vehicle, finding one in the market with a completed and notarized deed of sale is still the best course of action. However, if you’re willing to take the risk, it’s best to only agree to a transaction with an open deed of sale if: You know the seller personally. One of the only times it’s safe to agree to a transaction with an open deed of sale is when you’re dealing with someone you already trust. If you know the seller personally, then you most likely know that he or she isn’t in any shady deals. You can also make sure that the vehicle is in good condition before buying it.