FDI in tour operators and professional congress organisers is limited to 40%. 
Until 2021, FDI in retail trade business, which also included restaurants (except restaurant operations by a hotel owner or inn-keeper irrespective of the amount capital: provided, that the restaurant is incidental to the hotel business) was prohibited unless it met the minimum capital threshold of US$2,500,000 and other qualification requirements established in the law (Sec 8 of RA 8762). In any case, qualified foreign retailers, were still not allowed to engage in certain retailing activities outside their accredited stores through the use of mobile or rolling stores or carts, restaurants (e.g a chocolate retailer or any other food retailer may not engage in selling food products in restaurants or thorugh food trucks etc.). Qualifying investors in retail trade business (including restaurants) were also subject to other performance requirements, such as local content requierements and a divestment requirement (Sec 7 and 9 of RA 8762). The Philippines legislation also established that FDI was limited to 40% in 'domestic market enterprises' with paid-in equity capital less than the equivalent of US$200,000. For the purposes of the OECD FDIRRI, it was assumed that this less stringent condition was applicable to FDI in restaurants not meeting minimum capital requirements. 
In 2022, the regulatory framework applicable to retail trade business was modified and restrictions on FDI were relaxed.  On 21 January 2022, Republic Act No. 11595 ("RA 11595") amending the Retail Trade Liberalization Act of 2000 (RA 8762) took effect. The Act simplified the regime for foreign investment in the sector, lowered the minimum paid-up capital requirement for 'foreign retail enterprises', defined as companies which are  more than 40% owned by foreign investors, and lifted the previous divestment requirement among others. As of 2022: a foreign retailer shall have a minimum paid-up capital of Php 25 million (approximately USD 500,000) [previously the minimum paid-up capital threshold applied was USD2,500,000]; In the case of foreign retailers engaged in retail trade through more than one (1) physical store, the minimum investment per store must be at least Php l0 million (approximately USD 200,000) [previously a minimum investment of USD 830,000 oer store was required]; the previous requirement for foreign retailers exceeding 80% of foreign shareholding to offer a minimum of 30% of their equity to the public through the stock exchange was lifted; foreign investors in retail trade activity remain subject to a reciprocity requirement. For the purposes of the OECD FDIRRI, it is assumed that the lowering of minimum of capital requirement for foreign retail trade enterprises implies some degree of liberasation to FDI in restaurants as less investors will likely be subject to the foreign shareholding limitation of 40%. Reciprocity conditions remain in place.
"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 PhP25,000,000 (Section 2 of RA 11595, amending RA 8762)(6)[Footnote 6: Foreing-owned partnerships, associations or corporations are allowed: to engage in retail trade provided that: a) the foreign retailer shall have a minimum paid-up capital of P25 million; b) the foreign retailer's country of origin does not prohibit entry of Filipino retailers; and c) foreign retailer with more than one physical store must have at least P10 million minimum investment per store (Section 2 of RA No. 11595 amending RA 8762)][...]" (Executive Order (EO) No. 175 promulgating the 12th Regular Foreign Investment Negative List (RFINL))
----------------------------------
"Section 2. Section 5 of Republic Act No. 8762 is hereby amended to read as follows:
     "Section 5. Foreign Equity Participation. – Foreign-owned partnerships, associations, and corporations may, upon registration with the Securities and Exchange Commission (SEC), or in case of foreign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), engage or invest in the retail trade business, under the following conditions:
(a) A foreign retailer shall have a minimum paid-up capital of Twenty-five million pesos (P25,000,000.00);
(b) The foreign retailer's country of origin does not prohibit the entry of Filipino retailers; and
(c) In the case of foreign retailers engaged in retail trade through more than one (1) physical store, the minimum investment per store must be at least Ten million pesos (P10,000,000.00): Provided, That this requirement shall not apply to foreign investors and foreign retailers who are legitimately engaged in retail trade and were not required to comply with the minimum investment per store at the time of the effectivity of this Act: Provided, further, That proof of qualification to engage in retail trade under Republic Act No. 8762 and its implementing rules and regulations is submitted to the DTI.
The foreign retailer shall be required to maintain in the Philippines at all times the paid-up capital of Twenty-five million pesos (P25,000,000.00), unless the foreign retailer has notified the SEC or the DTI, whichever is appropriate, of its intention to repatriate its capital and cease operations in the Philippines. The actual use in Philippine operations of the minimum paid-up capital shall be monitored by the SEC, or by the DTI, whichever is appropriate."
[...]
Section 4. Section 7 of Republic Act No. 8762 is hereby deleted and replaced with a new Section 7, to read as follows:
    "Section 7. Labor Policy. – In all cases, the employment of foreign nationals by foreign retailers shall comply with the applicable provisions of the Labor Code on the determination of nonavailability of a competent, able and willing Filipino citizen before engaging the services of a foreign national, with due regard to the State policy under the Constitution to promote the preferential use of Filipino labor."
Section 5. Sections 8 and 9 of Republic Act No. 8762 are hereby deleted.
Section 6. A new Section is hereby inserted to read as follows:
    "Section 8. Promotion of Locally Manufactured Products. – Foreign retailers are encouraged to have a stock inventory of products which are made in the Philippines." [...](REPUBLIC ACT NO. 11595, December 10, 2021, AMENDING REPUBLIC ACT NO. 8762, OTHERWISE AS THE "RETAIL TRADE LIBERALIZATION ACT OF 2000")
----------------------------------
"RULE I -  Definition of Terms
SECTION 1. Definition of Terms. For the purposes of these Rules, the following are defined as follows: [...]
d) "Foreign Retailer" shall mean a foreign national, partnership, association, or corporation of which more than forty percent (40%) of the capital stock outstanding and entitled to vote is owned and held by such foreign national, engaged in retail trade.
e) "Locally Manufactured Products" shall mean products or goods manufactured, assembled or processed in the Philippines, regardless of the source of the raw materials and components used in the manufacture of such products or goods. [...]
l) "Reciprocity" shall denote the relation between two States when each of them, by their respective laws or by treaty, allows the citizens or nationals of the other to undertake retail trade in their own territories.
[...]
RULE III - Registration
SECTION 1. Registration of Foreign Retailers. Foreign-owned partnerships, associations and corporations, upon registration with the Securities and Exchange Commission (SEC); or in case of foreign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), may engage or invest in retail trade, under the following conditions:
a) A foreign retailer shall have a minimum paid-up capital of Twenty-five million pesos (P25,000,000.00); and
b) The foreign retailer's country of origin provides for reciprocity to Filipinos.
[...]
SECTION 3. Online Retailing. The registration requirements under Sections 1 and 2, Rule III of these Rules shall apply to foreign retailers that will engage in retail trade as defined herein, through purely online channels.
SECTION 4. Philippine Nationals. The minimum paid-up capital requirement under Section 1 hereof as well as the minimum investment per store requirement under Section 2, Rule V of these Rules shall not apply to corporations engaged in retail trade of which at least sixty percent (60%) of the capital stock outstanding and entitled to vote is owned and held by citizens of the Philippines.
RULE IV -  Exempt Transactions
SECTION 1. Sales Not Considered as Retail. The following sales are not considered as retail:
a) Sales of a manufacturer, processor, laborer, or worker of products manufactured, processed or produced by him to the general public whose capital does not exceed One hundred thousand pesos (P100,000.00);
b) Sales by a farmer or agriculturist selling the products of his farm, regardless of capital;
c) Sales arising from restaurant operations by a hotel owner or inn-keeper irrespective of the amount of capital, provided, that the restaurant is incidental to the hotel business;
d) Sales through a single outlet owned by a manufacturer of products manufactured, processed or assembled in the Philippines, irrespective of capitalization;
e) Sales to industrial and commercial users or consumers who use the products bought by them to render service to the general public and/or produce or manufacture of goods which are in turn sold by them; or
[...]
RULE V - Compliance Requirements
SECTION 1. Maintenance of the Required Paid-up Capital. Registered foreign retailers shall maintain in the Philippines, at all times, a paid-up capital of Twenty-five million pesos (P25,000,000.00), which may be in cash or in property, unless the said foreign retailer has notified the SEC or the DTI, as appropriate, of its intention to repatriate its capital and cease operations in the Philippines. 
[...]
SECTION 2. Minimum Investment Requirement per Store. Registered foreign retailers that will engage in retail trade through more than one (1) physical store shall comply with the minimum investment per store of at least Ten million pesos (P10,000,000.00).
[...]
SECTION 5. Compliance with Labor Laws. The foreign retailer shall, in all cases, comply with the applicable provisions of labor laws, rules and regulations, including the determination of non-availability of a competent, able and willing Filipino citizen before engaging the services of a foreign national.
SECTION 6. Promotion of Locally Manufactured Products. Foreign retailers are encouraged to have a stock inventory of products which are made in the Philippines through any of the following:
a) Designation of a store space as Filipino section; b) Use of locally made packaging materials such as bags, boxes, or containers; c) Utilization of locally sourced raw materials in the production of the goods; or d) Any other arrangements that will promote locally manufactured products.
RULE VI - Prohibited Activities
SECTION 1. Prohibited Modes of Retailing. Registered foreign retailers shall not be allowed to engage in retailing activities outside their 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.[...]" (Implementing Rules and Regulations of RA 8762 also known as Retail Trade Liberalization Act of 2000, as amended by RA 11595)
----------------------------------
Previously up to 2021
----------------------------------
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 Regualtions to Govern the Accreditation of Travel and Tour Services, 20 April 1992, as amended)
----------------------------------
"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 8: Investment Procedures and Guidelines, Tourism Investment Portfolio, Executive Order No. 226, 16 July 1987)
Executive Order (EO) No. 175 promulgating the 12th Regular Foreign Investment Negative List (RFINL)
REPUBLIC ACT NO. 11595, December 10, 2021, AMENDING REPUBLIC ACT NO. 8762, OTHERWISE AS THE "RETAIL TRADE LIBERALIZATION ACT OF 2000"
Implementing Rules and Regulations of RA 8762 also known as Retail Trade Liberalization Act of 2000, as amended by RA 11595
Eleventh Regular Foreign Investment Negative List (Executive Order no. 65) / 2018
Republic Act 8762, "ReRetail Trade Liberalization Act of 2000"
Implementing Rules and Regulations of RA 7042 (Foreign Investments Act of 1991) as amended by RA 11647
Rules and Regualtions 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.sec.gov.ph/wp-content/uploads/2024/03/2024_20220627-EO-175-RRD.pdf">List</a>],[<a href="https://legacy.senate.gov.ph/republic_acts/ra%2011595.pdf">Act</a>],[<a href="https://neda.gov.ph/irr-of-ra-8762-rtla-of-2000-as-amended-by-ra-11595/">Rules</a>],[<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>]