FDI in retail trade (including restaurants outside hotel premises) and tourism projects are subject to exceptionally high minimum capital requirements. The regulatory framework applicable to retail trade business has, however, been slightly liberalised in December 2021. On 10 December 2021, President Rodrigo Duterte signed into law Republic Act No. 11595 ("RA 11595"), otherwise known as 'An Act amending Republic Act No. 8762 or the Retail Trade Liberalization Act of 2000 (RTLA), by lowering the paid-up capital requirement for foreign retail enterprises and other purposes.' RA 11595 took effect on 21 January 2022. Hence, as of 2022, a lower threshold capital requirement is applied to FDI in retail trade business; the amendment also lifted the previous divestment requirement.
"Only the investment areas and/or activities listed in the attached Eleventh Regular Foreign Investment Negative List shall be reserved for Philippine nationals, subject to the exceptions and conditions indicated therein.
[...]
LIST A: FOREIGN OWNERSHIP IS LIMITED BY MANDATE OF THE CONSTITUTION AND SPECIFIC LAWS
No Foreign Equity [...]
3. Retail trade enterprises with paid-up capital of less than US$2,500,000 (Sec. 5 of R.A. 8762)3 [3 Full foreign participation is allowed for retail trade enterprises: (a) with paid-up capital of US$2,500,000 or more provided that investments for establishing a store is not less than US$830,000; or (b) specializing in high end or luxury products, provided that the paid-up capital is not less than US$250,000 (Sec. 5 of R.A. No. 8762).]
[...]
LIST B: FOREIGN OWNERSHIP IS LIMITED FOR REASONS OF SECURITY, DEFENSE, RISK TO HEALTH AND MORALS AND PROTECTION OF SMALL AND MEDIUM-SCALE ENTERPRISES
Up to Forty Percent (40%) Foreign Equity [...]
6.      Domestic market enterprises with paid-in equity capital of less than the equivalent of US$200,000 (R.A. 7042 as amended by R.A. 8179)
7.      Domestic market enterprises which involve advanced technology or employ at least fifty (50) direct employees with paid-in equity capital of less than the equivalent of US$100,000 (R.A. 7042 as amended by R.A. 8179)[...]" (Eleventh Regular Foreign Investment Negative List (Executive Order no. 65) / 2018)
----------------------------------
"Section 3. Definition. - As used in this Act.
(1) "Retail trade" shall mean any act, occupation or calling of habitually selling direct to the general public merchandise, commodities or good for consumption, but the restriction of this law shall not apply to the following:
(a) Sales by manufacturer, processor, laborer, or worker, to the general public the products manufactured, processed or products by him if his capital dose not exceed One hundred thousand pesos(100,000.00);
(b) Sales by a farmer or agriculturist selling the products of his farm;
(c) Sales in restaurant operations by a hotel owner or inn-keeper irrespective of the amount capital: provided, that the restaurant is incidental to the hotel business; and
(d) Sales which are limited only to products manufactured, processed or assembled by a manufactured, processed or assembled by a manufacturer though a single outlet, irrespective of capitalization.
(2) "High-end or luxury goods" shall refer to goods which are not necessary for life maintenance and whose demand is generated in large part by the higher income groups. Luxury goods shall include, but are not limited to products such as; jewelry, branded or designer clothing and footwear, wearing apparel, leisure and sporting goods, electronics and other personal effects.
[...]
Section 5. Foreign Equity Participation. - Foreign-owned partnerships, associations and corporation formed and organized under the laws of the Philippines may, upon registration with the Securities and Exchange Commission (SEC) and the Department of Trade and Industry (DTI), or in case of foreign owned single proprietorships, with the DTI, Engage or invest in the retail trade business, subject to the following categories.
Category A – Enterprises with paid-up capital of the equivalent in Philippine Peso of the than Two million five hundred thousand US dollars (US$2,500,000.00) shall be reserved exclusively for Filipino citizens and corporations wholly owned by Filipino citizens.
Category B – Enterprises with a minimum paid-up capital of the equivalent in Philippine Pesos of two million five hundred thousand US dollar (US$2,500,000.00) but less than Seven million five hundred thousand US dollars (US$7,500,000.00) may be wholly owned by foreigners except for the first two (2) years after the effectivity of this Act wherein foreign participation shall be limited to not more than sixty percent (60%) of total equity.
Category C – Enterprises with a paid-up capital of the equivalent in Philippine Pesos of Seven million five hundred thousand US dollars (US$7,500,000.00), or more may be wholly owned by foreigners: Provided, however, That in no case shall the investments for establishing a store in vestments for establishing a store in Categories B and C be less than the equivalent in Philippine pesos of Eight hundred thirty thousand US dollars (US$830,000.00).
Category D – Enterprises specializing in high-end or luxury products with a paid-up capital of the equivalent in Philippine Pesos of Two hundred fifty thousand US dollars (US$250,000.00) per store may be wholly owned by foreigners.
The foreign investor shall be required to maintain in the Philippines the full amount of the prescribed minimum capital unless the foreign investor has notified the SEC and the DTI of its intention to repatriate its capital and cease operations in the Philippines. The actual use in Philippine operations of the inwardly remitted minimum capital requirement shall be monitored by the SEC.
Failure to maintain the full amount of the prescribed minimum capital prior to notification of the SEC and the DTI, shall subject the foreign investor to penalties or restrictions on any future trading activities/business in the Philippines.
[...]
Section 6. Foreign Investors Acquiring Shares of Stock of Local Retailers. - Foreign investors acquiring shares from existing retail stores whether or not publicly listed whose net worth is in the excess of the peso equivalent of Two million five hundred thousand US dollars (US$2,500,000.00) may purchase only up to a maximum of sixty percent (60%) of the equity thereof within the first two (2) years from the effectivity of this Act and thereafter, they may acquire the remaining percentage consistent with the allowable foreign participation as herein provided.
Section 7. Public Offering of Shares of Stock. – All retail trade enterprises under Categories B and C in which foreign ownership exceeds eighty percent (80%) of equity shall offer a minimum of thirty percent (30%) of their equity to the public through any stock exchange in the Philippine within eight (8) years from their start of operations.
Section 8. Qualification of Foreign Retailers. - No foreign retailer shall be allowed to engage in retail trade in the Philippine unless all the following qualifications are met:
(a) A minimum of Two hundred million US dollar (US$200,000,000.00) net worth in its parent corporation for Categories B and C, and Fifty million US dollar (US$50,000,000.00) net worth in its parent corporation for category D;
(b) (5) retailing branches or franchises in operation anywhere around the word unless such retailer has at least one (1) store capitalized at a minimum of Twenty-five million US dollars (US$25,000,000.00);
(c) Five (5)-year track record in retailing; and
(d) Only nationals from, or juridical entities formed or incorporated in Countries which allow the entry of Filipino retailers shall be allowed to engage in retail trade in the Philippines.
Section 9. Promotion of Locally Manufactured Products. - For ten (10) year after the effectivity of this Act, at least thirty percent (30%) of the aggregate cost of the stock inventory of foreign retailers falling under Categories B and C and ten percent (10%) for category D shall be made in the Philippines.
Section 10. Prohibited Activities of Qualified Foreign Retailers. – Qualified foreign retailers shall not be allowed to engage in certain retailing activities outside their accredited stores through the use of mobile or rolling stores or carts, the use of sales representatives, door-to-door selling, restaurants and sari-sari stores and such other similar retailing activities: Provided, That a detailed list of prohibited activities shall hereafter be formulated by the DTI." (RA 8762)
----------------------------------
"SECTION 1. DEFINITION OF TERMS - For purposes of these Rules and Regulations: [...]
k. 'Domestic market enterprises' shall mean an enterprise, which produces goods for sale, or renders services to the domestic market entirely or not exporting sixty (60) per cent or more of its output. [...]" (Implementing Rules and Regulations of RA 7042 (Foreign Investments Act of 1991) as amended by RA 11647)
----------------------------------
"Section 1. Definition of Terms. For purposes of these Rules, the following shall mean: a. "Tour Operator" shall mean an entity which may either be a single proprietorship, partnership or corporation regularly engaged in the business of extending to individuals or groups, such services pertaining to arrangements and bookings for transportation and/or accommodation, handling and/or conduct of inbound tours whether or not for a fee, commission, or any form of compensation;
[...]
CHAPTER II - REQUIREMENTS FOR ACCREDITATION OF TOUR OPERATORS
Section 2. Who May Apply for Accreditation. The following may apply for accreditation as tour operator: a. A resident Filipino citizen; b. A partnership organized under the laws of the Philippines, at least 60% of its capital being owned by Filipino citizens; and c. Corporations organized under the laws of the Philippines, at least 60% of the subscribed common or voting shares of stocks of which is owned by Filipino citizens and the composition of its Board of Directors being at least 60% Filipinos. 
[...]
CHAPTER IV - REQUIREMENTS FOR ACCREDITATION OF PROFESSIONAL CONGRESS ORGANIZER
Section II. Who May Apply for Accreditation. The following may apply for accreditation as PCO: a. A resident Filipino citizen; b. Partnerships organized under the laws of the Philippines, at least 60% of the capital of which is owned by Filipino citizens; and c. Corporations organized under the laws of the Philippines, at least 60% of its subscribed common or voting shares of stocks being owned by Filipino citizens and the composition of its Board of Directors being at least 60% Filipinos. [...]"(RULES AND REGULATIONS TO GOVERN THE ACCREDITATION OF TRAVEL AND TOUR SERVICES)
----------------------------------
"Guidelines for the Registration under Executive Order No. 226 of Tourist Land Transport Operations (Tourist Buses)
COVERAGE. Tourist land transport operations shall cover the business of transporting tourists (domestic and foreign) throughout the country using land transport units with the following specifications: [...]
QUALIFIED APPLICANTS. 1. New and expanding operators shall be eligible for registration; 2. Applicant must be a Filipino individual, partnership or corporation with foreign ownership not exceeding forty percent (40%). [...]" (Ministry of Tourism, CHAPTER INVESTMENT PROCEDURES and GUIDELINES, Tourism Investment Portfolio) 
Eleventh Regular Foreign Investment Negative List (Executive Order no. 65) / 2018
RA 8762
Implementing Rules and Regulations of RA 7042 (Foreign Investments Act of 1991) as amended by RA 11647
RULES AND REGULATIONS TO GOVERN THE ACCREDITATION OF TRAVEL AND TOUR SERVICES, 20 April 1992, as amended
Ministry of Tourism, Chapter 8: Investment Procedures and Guidelines, Tourism Investment Portfolio, Executive Order No. 226, 16 July 1987
[<a href="https://www.officialgazette.gov.ph/downloads/2018/10oct/20181029-EO-65-RRD.pdf">List</a>],[<a href="http://www.lawphil.net/statutes/repacts/ra2000/ra_8762_2000.html">Act</a>],[<a href=" https://neda.gov.ph/irr-of-ra-7042-fia-of-1991-as-amended-by-ra-11647/">Act</a>],[<a href="http://www.tourism.gov.ph/Downloadable%20Files/Travel%20and%20Tours%20Services.pdf">Rules</a>],[<a href="http://web.tourism.gov.ph/files/Chap8%20Investment%20Procedures%20and%20Guidelines.pdf">Guide</a>],[<a href="https://insightplus.bakermckenzie.com/bm/mergers-acquisitions_5/philippines-philippine-department-of-trade-and-industry-issues-the-implementing-rules-and-regulations-of-the-retail-trade-liberalization-act-as-amended-by-republic-act-no-11595/">Other</a>]