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Navigating the New Soundscape: Understanding IPOPHL’s Groundbreaking Circular on Rights of Sound Performers and Producers

The Intellectual Property Office of the Philippines (IPOPHL) has unveiled a pivotal legal update with Memorandum Circular No. 023, S. 2023. This circular explicitly addresses the Implementing Rules and Regulations concerning the Rights of Sound Performers and Producers of Sound Recordings, providing a detailed framework for intellectual property rights in the audio and music industry.

Anchored in Section 13, Article XIV of the Philippine Constitution, the circular fortifies the State’s commitment to protect the intellectual property rights of artists and other creative citizens.

This circular is not limited in its ambitions; it covers a comprehensive array of rights and obligations, from the right to reproduction to distribution and public performance.

One striking provision is the introduction of a right to remuneration for both sound performers and producers when their work is broadcasted or communicated to the public. This is a monumental shift, as it directly addresses the financial aspects of intellectual property in sound recordings and performances.

The circular also articulates specific limitations on exclusive rights. For instance, it provides exemptions for uses related to news reporting, educational activities, and public performances that are not meant for commercial gain. This nuanced approach ensures that the law does not stifle creativity and public discourse.

A noteworthy inclusion is the robust anti-piracy measures that the circular introduces. These measures give both sound performers and producers more substantial legal footing to combat unauthorized use and distribution of their work.

This update is a game-changer for sound performers and producers alike. It not only provides a legal framework for protecting their intellectual property but also includes specific clauses that could have immediate financial benefits. Both parties should acquaint themselves with these new guidelines to fully comprehend their new rights and responsibilities.

The Importance of IP Due Diligence in Mergers and Acquisitions in the Philippines


In the complex world of mergers and acquisitions (M&A), intellectual property (IP) assets often emerge as critical factors that can make or break a deal. In the Philippines, where IP laws have their unique set of complexities, understanding the nuances is even more crucial. This article aims to provide an in-depth look into how to conduct IP due diligence in the Philippine context during an M&A transaction.

Intellectual Property Inventory

Creating a complete inventory of the company’s IP assets is the foundational step. This includes identifying all patents, trademarks, copyrights, and trade secrets that the company owns or licenses. The inventory serves as a roadmap, helping both parties understand what is at stake. Accurate valuation and strategic planning can only occur when you know exactly what IP assets are involved.

Ownership and Control

Clarifying ownership and control of IP assets is the next critical step. Many deals have fallen apart because of misunderstandings or conflicts over IP ownership. All IP assets must be either legally owned or controlled by the company. Pay special attention to any joint ownership arrangements and understand how they impact control and revenue sharing. It’s also essential to consider IP owned by subsidiaries, as these can significantly affect the transaction’s value and complexity.

Compliance and Regulation

Being compliant with both local and international laws is not just a legal necessity but also a valuation factor. Always check the IP assets’ standing with the Intellectual Property Office of the Philippines and other relevant bodies. If the IP has international reach, make sure it complies with the laws of those jurisdictions and international treaties.

Financial Assessment

A detailed financial assessment of IP assets is non-negotiable. This includes obtaining professional valuation reports, understanding the revenue streams tied to the IP, and recognizing the costs of maintaining these assets. Knowing the financials in and out can offer insights into the return on investment and help to structure the deal better.

Litigation and Risks

Uncovering any ongoing or past litigation related to IP assets is essential. Any legal issue can not only diminish the IP’s value but can also bring reputational risks. A thorough risk assessment should be conducted to identify potential challenges or vulnerabilities in the IP portfolio. Knowing these risks upfront can help in making an informed decision.

Agreements and Contracts

Reviewing all existing agreements and contracts related to the IP is crucial. This includes licensing agreements, non-disclosure agreements (NDAs), and employee contracts that specify IP ownership. These documents can significantly impact the revenue streams, control, and overall value of the IP assets.

Future Prospects

It’s not just about the present; one must also consider the future. Understand what IP is currently in development and how it aligns with the acquiring company’s future strategies. Additionally, it’s essential to assess any plans the company has for leveraging this IP for market expansion or penetration into new domains

Understanding the impact of Memorandum Circular No. 2023-001, S. 2023 on motion marks in the Philippines


Intellectual property laws are continually evolving to adapt to the dynamic nature of innovation and branding. In this context, the Philippines has taken a significant step forward with the issuance of Memorandum Circular No. 2023-001, S. 2023. This new circular replaces previous guidelines and notably includes explicit recognition of the registrability of motion marks, providing a robust framework for brand owners and legal practitioners.

Significance of the new circular

The advent of Memorandum Circular No. 2023-001 brings about a welcomed update to the intellectual property landscape in the Philippines. While prior guidelines offered a foundation for dealing with motion marks, especially those with varying representations like still images and video files, the new circular broadens this scope. It explicitly acknowledges the registrability of motion marks, thereby enhancing the legal mechanisms available for their protection.

Practical implications

The formal recognition of motion marks in the new circular has practical ramifications for brand owners seeking diversified avenues for brand protection. Now, with explicit guidelines in place, brand owners can have more confidence in registering and protecting their motion marks in the Philippines. The circular provides a much-needed layer of legal clarity, enabling a more standardized approach to the registration and defense of these dynamic forms of trademarks.

Descriptive clarification

The new circular also maintains the emphasis on clear identification between different types of motion mark representations. If a motion mark is applied for using a sequence of still images, the guidelines suggest that a descriptive text may be required to clarify the subject matter. This provision serves as an additional tool for achieving specificity and alignment between varying representations of a motion mark.

Global context

The updated guidelines set forth by Memorandum Circular No. 2023-001 are not only significant domestically but also have implications on a global scale. As Philippine brands look toward international markets, and as foreign brands consider entry into the Philippines, these standardized guidelines could serve as a catalyst for a more harmonized approach to intellectual property rights concerning motion mark.

The issuance of Memorandum Circular No. 2023-001, S. 2023 marks a progressive step in the Philippines’ intellectual property regime. By explicitly recognizing the registrability of motion marks, it fills a crucial gap in the previous guidelines, providing brand owners and legal professionals with a more comprehensive and clear framework. As we move further into an era characterized by dynamic and multimedia-centric branding, these updates signify a positive and timely development in Philippine intellectual property law.

Heads up, MSMEs! – A new guide for MSME franchise agreements

On 12 May 2022, Executive Order (E.O.) No. 169, s. 2022 was signed into effectivity, requiring all franchise agreements between franchisors and Micro, Small and Medium Enterprise (MSME) franchisees to be in writing, duly notarized, and to contain a number of minimum provisions, such as, among others, those relating to full disclosure of pre-signing, initial or recurring fees; a cooling-off period, where the MSME can opt to terminate the agreement; and an alternative dispute resolution mechanism which shall include a stipulation that the parties may seek voluntary mediation under Republic Act No. 9285 or the “Alternative Dispute Resolution Act of 2004”.

Under E.O. No. 169, franchisors, with MSMEs as franchisees, are required to register the franchise agreement with the Department of Trade and Industry (DTI), who is also tasked to create an MSME Registry of Franchise Agreements for this purpose. E.O. No. 169 also provides that compliance with the listed minimum terms and conditions may entitle franchisors to incentives from the National Government.

What does this mean for existing franchise agreements?

The guidelines shall apply not only to franchise agreements yet to be entered into but also to existing franchise agreements between a franchisor and an MSME franchisee upon renewal of their respective agreements.

What about the IP Code provisions covering franchise agreements?

Since franchise agreements come within the description of technology transfer arrangements (TTAs), which are regulated under the IP Code, franchise agreements involving MSME franchisees will also need to be consistent with the provisions of the IP Code on mandatory and prohibited clauses. Otherwise, the agreement will be unenforceable. In other words, franchise agreements involving MSME franchisees will need to comply with both the IP Code provisions governing TTAs and E.O. No. 169.

With the continuous proliferation of MSMEs amid a global pandemic, this executive measure regulating franchise agreements will not only protect MSME franchisees, but it will also empower franchisors in view of the incentivization scheme to be formulated and helmed by the National Government.

For more details, E.O. No. 169, s. 2022 may be accessed at

For additional discussion on TTAs, please refer to

Katherine Imperial promoted to partner

BCCSLAW is delighted to announce the promotion of Katherine R. Imperial to partner with effect on January 1, 2022.

Katherine obtained her law degree from the Ateneo de Manila University School of Law. She joined the firm as a senior associate to focus on domestic and international trademark registration, licensing and enforcement. She expanded her practice to cover data privacy, online media and fintech, advising various industry leaders in air transportation, e-commerce, streaming, networking, and finance.


BCCSLAW will attend the in-person mini conferences of the International Trademark Association at the following locations:

New York, New York, USA — Tuesday, November 16, 2021
811 7th Avenue, 53rd St, New York, NY 10019

Berlin, Germany —Wednesday, November 17, 2021
Inge-Beisheim-Platz 1, Berlin 10785 Germany

Los Angeles, California, USA —Thursday, November 18, 2021
900 West Olympic Boulevard, Los Angeles, CA 90015


BCCSLAW celebrates its 10th year as a leading legal service provider for IP, Technology and Data Privacy in the Philippines by continuing to act for the largest online retailer, the largest multimedia streaming service provider, the largest pharmaceutical company, the largest microblogging social networking service, the largest multimedia conglomerate, and the largest Filipino quick service restaurant chain, among other highly admired and innovative companies in the world including well-established FMGCs, airlines and automobile manufacturers. BCCSLAW has also expanded the scope of its trademark protection services to most of the Pacific Islands, including the Northern Marianas, Palau, Fiji, the Marshall Islands, and Micronesia.

Leo Singson joins BCCSLAW

We are pleased to announce that Leonardo Singson has joined our firm as Of Counsel for Special Corporate Transactions, Regulatory Compliance, and Immigration. Mr. Singson was formerly a Partner in the Corporate and Special Projects Department of Villaraza and Angangco. He obtained his law degree from the University of the Philippines.

COVID-19 corporate report submission guidelines

The Securities and Exchange Commission has issued a summary of guidelines on the filing of reports and other documents during the enhanced community quarantine that has been imposed over Luzon and other regions in the Philippines due to the COVID-19 pandemic. A copy of the issuance can be downloaded here: SEC COVID guidelines

Cancelled Events

Due to concerns relating to COVID-19, some conferences that we intended to attend, including the ICANN Community Forum in Cancun, the ASEAN IPA meeting in Jakarta, and the INTA annual meeting in Singapore, have been cancelled or postponed. Please visit our events calendar for updates on our attendance during upcoming conferences.

Beneficial Owner of the Corporation: He Who Shall Be Named

Beginning 31 July 2019, all General Information Sheet (GIS) due for submission by corporations shall include a Beneficial Ownership Declaration in the form prescribed by SEC Memorandum Circular No. 15-2019.

Corporations are now required to disclose in the Declaration the beneficial owner/s of their corporate shareholders. Previously, corporations were only required to disclose their direct shareholders regardless of whether or not these consisted of natural or corporate persons.

A “beneficial owner” is defined under the SEC Circular as the NATURAL PERSON/S who ultimately own/s or control/s, or exercise/s ultimate effective control over the corporation. 

The Circular also provides for categories of beneficial owners arranged in order of priority for determining the beneficial owners of corporations.  At the top of the list are the beneficial owners who directly and/or indirectly own at least twenty-five percent (25%) of the shares in the corporation. For corporations with multiple layers of corporate shareholders, this will entail tracing both the direct and indirect ownership of shares.  If the beneficial owners cannot be determined based on the first category, the next category will apply and so forth. 

Only after exhausting all the categories can the members of the board of directors or trustees be declared as the beneficial owners of the corporation.

Non-compliance with the beneficial ownership disclosure rules will expose not only the reporting corporation but also the directors or trustees to liability.