Philippines- Gambling Law – Country Comparative Guides

Purpose of this briefing. This guide has a practical purpose: to help investors avoid being scammed. The current wave of interest in the Philippine iGaming market has attracted not only legitimate sellers and advisers, but also self-styled “consultants,” “brokers” and fixers marketing licenses that cannot lawfully be sold, approvals that cannot be guaranteed, and structures that cannot survive regulatory scrutiny. This briefing explains what can lawfully be acquired, how legitimate transactions are structured, and the red flags that distinguish a genuine opportunity from a scam—so that an investor can identify these intermediaries, and walk away, before committing funds.

KEY TAKEAWAYS

A wave of “PAGCOR license for sale” offers is circulating. The scarcity behind them is regulatory: new Gaming System Administrator “GSA”) applications (to allow one to operate an iGaming platform) have been in abeyance since March 2024, and the new Minimum Guaranteed Fee (effective this month) is pushing underperforming operators to seek capital or an exit.
There is no such thing as buying a PAGCOR “license”. A Certificate of Accreditation for a GSA is a non-transferable privilege issued to a specific corporation or legal entity— it cannot be sold, sublet, sublicensed, or “rented” apart from the company that holds it.
Acquiring a GSA requires PAGCOR Board approval. Buying into or taking over an accredited GSA — whether by share purchase, subscription, merger, or any change in ownership, beneficial ownership, or control — cannot lawfully close without the prior approval of the PAGCOR Board, backed by full probity review. Transaction documents should make Board approval an express condition precedent, with no transfer of operations, credentials, or revenues before clearance.
Lawful routes exist: acquiring or investing in an existing GSA, minority or rescue investment, platform/brand/technology arrangements, joint ventures or managed services, gaming venue and integrated resort licensing, B2B accreditation, or asset purchases from exiting operators. Each carries a different regulated position — and different diligence.
Walk away from anyone who claims approval is a “done deal,” offers an “internal arrangement” with the regulator, asks for large non-refundable payments before approval, or proposes that you run the business while the sellers stay on paper.
Structures that conceal the real ownership or control risk cancellation, forfeiture of deposits, nationality-law violations (including the Anti-Dummy Law), and permanent probity consequences for the investor’s principals.
Waiting is a legitimate strategy. Some licenses are going for US$3 Million to as high as US$15 million. After PAGCOR’s clean-up, they may eventually reopen applications — potentially a cleaner, cheaper route than paying a scarcity premium for an existing operator’s history and liabilities.

Why the market is flooding with “licenses” for “sale”

In the past several weeks, our firm has received a growing number of queries from investors who have been approached with offers to enter the Philippine iGaming market. Some are conventional acquisition, investment or rescue-financing proposals. Others are broker decks offering a “PAGCOR license,” a URL, a dormant company, or a “partnership” under which the foreign investor will fund and run the operation while the existing shareholders remain on paper. The labels differ, but the threshold legal question does not: who will own, control and operate the regulated business after the transaction?

Why the Philippine market is attractive

The interest is commercially understandable. The Philippines is presently the only Asian jurisdiction with a nationwide regulatory framework under which e-casino and a broader range of iGaming products may be lawfully offered to the domestic market. PAGCOR licenses and supervises electronic casino games, electronic bingo, sports betting and other approved online products through a developed body of regulatory frameworks, operating requirements and continuing compliance rules.¹ The market is also unusually large and digitally accessible: the 2024 census counted 112.73 million people, while the 2024 National Information and Communications Technology Household Survey found that more than a majority used the internet; 98.8% of those users accessed it through a cellphone, 76.9% used the internet daily, and average use was 4.6 hours per day.² For an investor or operator seeking lawful exposure to Asian online gaming demand, the combination of scale, heavy mobile use and an established regulator makes the Philippines a logical market to examine.

Why more existing GSAs are seeking capital or an exit

The volume of offers, however, is not explained by demand alone. There is also an unusual amount of supply. Over the last year, PAGCOR has tightened the conditions for remaining in the licensed market: it has implemented continuing probity and beneficial-ownership checks; prohibited sublicensing and license “riding”; brought game content, aggregation, payments, marketing, KYC and other B2B services within direct accreditation; and strengthened responsible-gaming and technical controls.³ It is clear that PAGCOR is not preserving every historical accreditation or treating a license holder as if they are entitled to their status. It is seeking operators that can deploy real capital, invest in responsible-gaming technology and systems, follow the rules transparently, and sustain revenues that justify the continued holding of an accreditation.

The moratorium and the review of the existing roster

The timing is therefore not accidental. By memorandum dated 29 February 2024, PAGCOR directed that, effective 1 March 2024, all applications by new applicants for accreditation as a Gaming System Service Provider—the category now referred to as a Gaming System Administrator or GSA—would be placed in abeyance until further notice.⁴ The moratorium closed the greenfield route for a new GSA applicant. Accordingly, for a foreign investor seeking to participate directly in the Philippine business-to-consumer iGaming market, the practical entry routes now generally involve an investment in, acquisition of, or commercial arrangement with an existing accredited GSA. That does not, however, mean that the GSA accreditation itself has become a transferable asset that may simply be bought, assigned or leased.

The memorandum itself was brief and did not set out PAGCOR’s reasons in detail. Viewed in the context of PAGCOR’s subsequent reforms, however, the moratorium is best understood as a deliberate supply-control and regulatory-assessment measure. PAGCOR needed the opportunity to review the existing roster of accredited entities before allowing additional operators into the market: which GSAs were genuinely operational, which had sufficient financial and technical capacity, which were investing in responsible-gaming and compliance systems, and which were generating sustainable revenues that justified the continued privilege of accreditation.

There is nothing unusual or inherently anti-competitive about a gaming regulator controlling the number of entities permitted to operate. Gaming licenses are treated in many mature jurisdictions as limited regulatory privileges rather than ordinary commercial commodities. Limiting the number of authorized operators enables a regulator to conduct meaningful probity reviews, supervise compliance, impose substantial investment obligations and avoid a market populated by entities that possess regulatory approvals but lack the capacity or intention to operate responsibly.

PAGCOR’s moratorium should be viewed in the same light. It was a rational step toward ensuring that the Philippine market would be composed of credible, properly capitalized and compliant operators—not an unlimited number of entities holding accreditations for speculative purposes. It also explains why the present abundance of acquisition proposals, rescue investments and brokered “license” offers must be approached carefully. Some existing GSAs may now be seeking capital or an exit precisely because the regulatory environment requires more substantial investment, greater transparency and sustained operating performance.

Why indirect entry structures will be highly scrutinized

Against that background, any arrangement that purports to give a new investor the economic benefit or operational control of an existing GSA, while leaving the accreditation nominally in the name of the original entity, may understandably be examined by PAGCOR as a potential circumvention of the moratorium. The regulator is entitled to look at substance rather than labels. A transaction described as a management agreement, financing arrangement, brand license, revenue-sharing agreement, call option, exclusive services contract or nominee structure may still amount, in substance, to a change in ownership, beneficial ownership or control.

That scrutiny should not be characterized as PAGCOR being hostile to foreign investment. It is PAGCOR performing its regulatory function. A regulator that has deliberately paused new applications in order to assess and rationalize its existing licensee population cannot reasonably be expected to permit a new entrant to achieve indirectly—through contract, financing or undisclosed beneficial ownership—what it could not obtain through a direct application. Any proposed entry structure must therefore be presented transparently to PAGCOR, subjected to the appropriate probity review and, where required, approved before control, economic ownership or operations are transferred.

The MGF and market rationalization

At the same time, the Minimum Guaranteed Fee (MGF) took effect on 1 July 2026. A GSA offering electronic casino games is assessed the higher of the applicable percentage-based fee or PHP 9 million per month, based on a PHP 30 million minimum monthly gross gaming revenue benchmark. A GSA without electronic casino games faces a PHP 3 million monthly minimum on a PHP 15 million benchmark. Both amounts rise on 1 January 2027.⁵

The MGF should not be understood simply as an additional fee or a revenue measure. It is a market-selection mechanism. A GSA must pay the higher of the percentage-based fee or the fixed monthly floor even when its actual revenue falls below the benchmark. That makes it expensive to warehouse a dormant accreditation, report chronically sub-scale revenue, or remain operational without the financial capacity to support compliance. PAGCOR described the reform as intended to ensure equitable contribution to national revenue, promote active and transparent operations, and reinforce a sustainable, accountable and integrity-driven gaming industry.⁵ In practical terms, it is part of the regulator’s clean-up: weaker or non-operational holders must recapitalize, consolidate, pursue an approved transaction, or exit.

Arden’s H1 2026 operator-level data indicates that more than 60% of licensed GSAs remained below the applicable minimum-revenue benchmark on second quarter run rates.⁶ This does not mean every operator below the benchmark will fail. It does explain why more owners are considering a sale, partnership, consolidation or exit—and why more brokers and intermediaries are presenting investors with purported opportunities to acquire access to the market.

That is the opportunity and the risk. The Philippine market is not becoming less relevant to foreign capital; it is becoming more selective about the capital it will accept. For serious investors with the resources and governance to comply, the clean-up can make the surviving market more investable. But the same reforms mean that an offer must be analyzed as a regulated acquisition, not as a purchase of a tradable license. Regulatory due diligence is part of the acquisition itself, not a workstream to begin after the commercial terms have been agreed.

A PAGCOR accreditation is not a freestanding asset that can be “sold”

Market participants use the word “license” loosely. For a GSA, the operative document is generally a Certificate of Accreditation issued by PAGCOR to a particular corporation. PAGCOR’s framework states that the certificate is a permit or privilege, not a contract or property right, and does not create a vested right. It also provides that the certificate cannot be transferred by sale, succession, gift or otherwise without the prior consent of the PAGCOR Board and only if the transferee satisfies the regulatory requirements.⁷

This distinction changes the transaction. A buyer does not acquire a bearer instrument that can be detached from the company. The buyer may acquire shares in the accredited corporation, subscribe for new shares, enter into a disclosed joint venture, purchase approved assets, or become an accredited supplier. But the buyer cannot lawfully take possession of the regulatory privilege independently of PAGCOR’s review of the entity and the persons behind it.

The probity regime makes this continuing, not one-time. PAGCOR applies fit-and-proper checks to new applications, renewals and intervening events such as changes in board composition, corporate officers, shareholdings, control, legal ownership or beneficial ownership. A beneficial owner includes a natural person who has ultimate effective control or owns at least 20% of the equity, and control can arise through agreements, arrangements, understandings or decision-making over financial and operating policy.⁸ The public GSA framework separately requires changes in ownership or board composition to be reported to the Electronic Gaming Licensing Department within fifteen calendar days.⁷

Investors should be particularly cautious of any broker, intermediary or purported adviser who represents that PAGCOR approval is already assured, is a “done deal,” or can be secured through a personal relationship with someone within the regulator. Approval of a material change in ownership, beneficial ownership, control or operating structure is not committed by a single officer or department. It is a PAGCOR corporate and Board matter, undertaken only after the relevant legal, regulatory, technical, financial and probity reviews have been completed. No private assurance, introduction or claimed access can substitute for that process. PAGCOR does not recognize arrangements with brokers or “fixers” who purport to sell influence or guarantee an approval, and investors should treat such representations—particularly requests for facilitation payments or success fees tied to a supposedly guaranteed outcome—as serious red flags.

The practical rule for investors is therefore simple: do not structure first and disclose later. The ownership, control and operating model should be capable of being placed in front of PAGCOR exactly as it will work in practice.

Routes into the Philippine market

Every lawful route ends at PAGCOR, but not every route involves acquiring the same regulated position. The correct structure depends on what the investor actually wants to own and do.

1. Acquisition of or investment in an existing GSA with PAGCOR approval

For an investor that wants to own the regulated operating platform, the most direct route is a share acquisition, merger or subscription into an existing accredited GSA. Because new GSA applications remain in abeyance, this is the route most often marketed as “buying a license.” Legally, however, the asset being acquired is the corporation and its regulated business; the Certificate of Accreditation remains subject to PAGCOR’s continuing authority, and the proposed change in ownership or control requires the approval of the PAGCOR Board.

The share purchase, merger or subscription agreement should therefore make PAGCOR Board approval of the incoming ownership and control structure, together with completion of the required probity review, an express condition precedent to closing. The transaction documents should also prohibit any pre-closing transfer of operational control. The buyer should not receive platform administrator credentials, control of player wallets or settlement accounts, authority over regulatory reporting, or the ability to direct gaming operations while the seller remains the nominal licensee.

An arrangement under which the buyer assumes the economic or operational substance of the business before PAGCOR Board approval is obtained cannot be cured merely by seeking approval after closing. “Approval after closing” is not a harmless sequencing issue where ownership, control or operations have already changed in substance. Until the PAGCOR Board has acted, the existing accredited entity and its approved owners and controllers must remain responsible for, and in control of, the regulated operations.

Buying the company also means buying its history. MGF exposure, unpaid PAGCOR shares and fees, penalties, performance cash deposit deductions, player-fund liabilities, tax exposures, AML findings, unapproved brands or domains, non-compliant promotions, and contracts with unaccredited B2B providers remain with the corporation. A distressed price is not a substitute for a regulatory-status confirmation from PAGCOR.

2. Minority or rescue investment

A minority investment can be entirely lawful and may be the best way to recapitalize an operator. It is not, however, a safe harbor from disclosure or probity. PAGCOR’s definition of beneficial ownership looks beyond percentage ownership to ultimate effective control. Board appointment rights, reserved matters, vetoes over budgets or operating policy, call options, convertibles, profit-participation arrangements and management agreements may be relevant even when the investor holds less than 20% on the register.⁸

The common high-risk structure is an “economic ownership” deal in which the investor provides all capital and receives all economics, while Filipino shareholders remain the registered owners and directors solely to preserve the license. That may create three separate problems: an undisclosed change in beneficial ownership or control for PAGCOR; inaccurate or incomplete beneficial-ownership filings with the Securities and Exchange Commission; and, where a foreign-ownership restriction applies, possible exposure under the Anti-Dummy Law.

The nationality analysis must be done carefully. The Thirteenth Regular Foreign Investment Negative List, effective in 2026, retains a 40% foreign-equity limit for gambling, except activities covered by investment agreements with PAGCOR.¹⁴ Whether a particular GSA, gaming venue or transaction falls within that exception depends on the governing PAGCOR instrument and should not be assumed from the fact of accreditation alone. If a nationality restriction applies, the Anti-Dummy Law penalizes the use of Filipino names or simulated Filipino ownership to evade it and can reach both the nominee and the foreign principal.¹⁵

3. Platform, brand and technology arrangements with an existing GSA

An investor may participate in the market by providing technology, software, intellectual property, content, equipment, domains or other platform-related assets and services to an existing accredited GSA. This may resemble the role of a platform provider or other B2B participant rather than the acquisition of the regulated operating business itself.

Two points are critical. First, the accredited GSA remains the regulated operator. The provider does not, merely by supplying the platform, brand, domain or technology, acquire the right to conduct gaming or hold itself out as the licensee. The GSA must retain responsibility for the regulated operation, including player accounts, regulatory reporting, gaming funds, compliance and all obligations that PAGCOR does not permit to be delegated.

Second, the arrangement remains subject to PAGCOR review and approval. An online gaming platform is not simply a commercial product that may be deployed by private agreement. The platform, brand, domain, system architecture and relevant contracts must be submitted to PAGCOR and approved for use by the accredited GSA. The parties should therefore structure the arrangement on the basis that no platform launch, migration or commencement of gaming operations may occur until the required PAGCOR approvals have been obtained.

Accordingly, the commercial value of the technology, brand or domain should not be confused with regulatory authority. These assets may support an approved gaming operation, but they do not themselves confer a license or permit their owner to operate independently of the accredited GSA.

4. Joint venture, managed-services or revenue-share arrangements

A commercial partnership with an existing GSA is not prohibited merely because the service provider is paid by reference to revenue. The problem arises when the arrangement transfers the substance of the licensed operation to another person while leaving the GSA as a name on the certificate.

PAGCOR expressly prohibits GSAs from sublicensing, subleasing, subletting or allowing another entity to “ride on” their accreditation through a separate gaming platform. The implementing rules require approved brands and domains, a single back office for the GSA’s transactions, and PAGCOR approval of the brand and URL structure. Non-compliance may lead to revocation and blacklisting.¹⁰

The legal review should therefore map functions, not labels. Who controls the player account and wallet? Who approves deposits and withdrawals? Who sets financial and operating policy? Who selects games and promotions? Who controls regulatory reports, AML decisions and responsible-gaming interventions? Who owns the customer relationship and the data? Who bears player liabilities? If the incoming party performs the core regulated functions and the GSA merely lends its name, the arrangement is vulnerable as a disguised sublicense or unapproved transfer of operations.

Managed-services models can work where the service provider holds the required B2B accreditation, the contracts are disclosed as required, the GSA retains genuine direction and accountability, and the technical and financial flows remain within the approved architecture. The more the economics and control resemble an acquisition, the less credible it is to describe the deal as an ordinary services agreement.

5. Gaming venue and integrated resort routes

An investor may also enter at the gaming-venue level rather than by acquiring a GSA. PAGCOR’s July 2026 Unified Gaming License framework provides an additional licensing option for gaming venue operations and sets minimum terminal, machine or seating requirements for the relevant game offerings.¹¹ A gaming venue operator may contract with an accredited GSA for the system and approved game offerings. Integrated resorts operate under their own PAGCOR licensing arrangements and may engage accredited providers to build or manage aspects of their online business.

This route is different from owning the GSA. A venue license or integrated-resort contract does not allow an unaccredited investor to assume the GSA’s functions, and a services relationship does not transfer the integrated resort’s regulatory privilege. The parties should identify which entity holds each license or accreditation and which entity remains responsible to PAGCOR for each layer of the operation.

6. B2B accreditation

For certain gaming companies, the correct entry route may not be just B2C operations. PAGCOR separately accredits game aggregators, game content providers and data/content streaming providers, as well as support service providers such as payment channels, marketing providers, customer-service providers, KYC or membership systems and independent testing laboratories.¹²

A foreign provider may establish a Philippine subsidiary or other permitted local presence, or in appropriate categories work through an accredited local partner or exclusive distributor. The precise route depends on the service, the current accreditation framework and the applicable distributorship rules. What is no longer viable is supplying the regulated market invisibly through the operator: GSAs may only use PAGCOR-accredited B2B providers, and non-compliant systems, platforms, games or equipment are subject to decommissioning.¹²

This path offers exposure to the Philippine market without acquiring player liabilities or the economics of a GSA. It also carries its own probity, corporate, AML, technical and contractual obligations. The provider should not accept operator-level functions simply because the commercial agreement calls them “support.”

7. Asset acquisition from an exiting or cancelled operator

The MGF will produce voluntary surrenders and cancellations. An investor may acquire technology, equipment, intellectual property, employment arrangements or contracts from an exiting operator, subject to ordinary consents and regulatory restrictions. It cannot acquire the cancelled accreditation as part of the asset sale.

PAGCOR’s current post-operational rules require the GSA that has surrendered its license, or has been asked to cease operations, to restrict the platform to withdrawals, deactivate the electronic gaming system and online gaming platform, remove PAGCOR-related materials, settle or remain responsible for player funds, and complete the process for any net refund of the performance cash deposit.¹³ An asset buyer must assume that the regulatory privilege terminates with the seller unless PAGCOR has separately approved a lawful structure for the buyer.

Red flags before committing funds

Certain representations should cause an investor to pause the transaction before incurring substantial commercial or legal diligence costs:

Any broker, consultant or adviser who says that a PAGCOR license is “for sale.” A PAGCOR accreditation is not a transferable instrument that may be sold independently of the accredited corporation. Any acquisition of the regulated business, or any change in ownership, beneficial ownership or control, remains subject to PAGCOR review and Board approval.
Any representation that the accredited company may be transferred without PAGCOR approval. This includes assurances that the parties may close first, change the shareholders or controllers privately, and notify PAGCOR only afterward.
Any proposed “sublease,” “sub-license,” rental or sharing of the accreditation. An existing GSA cannot lend its regulatory authority to another operator. An arrangement under which another party operates the platform, receives the gaming revenues or controls the business while the accreditation remains nominally with the GSA may be treated as an unauthorized transfer or circumvention of PAGCOR’s requirements.
Any claim that the seller or intermediary has an “internal arrangement,” special accommodation or private understanding with PAGCOR. No informal relationship with an officer, department or purported contact can replace the formal review process or the approval of the PAGCOR Board. Statements that the structure has already been “cleared,” despite the absence of a written approval or formal submission, should be treated with particular caution and is most likely a scam. In our experience, PAGCOR does not do business this way.
Any request for a substantial downpayment, reservation fee or non-refundable commitment before PAGCOR approval. An investor should be wary of paying for a supposed license or locking itself into a transaction where approval of the proposed ownership and operating structure has not yet been obtained. Any deposit should be carefully documented, subject to appropriate refund and escrow protections, and should not be premised on a guaranteed regulatory outcome.
Any arrangement under which the investor assumes operations before approval. The investor should not receive control of the platform, administrator credentials, player wallets, settlement accounts, regulatory reporting or gaming revenues while the existing shareholders remain the nominal owners and controllers.
Any refusal to identify the exact accredited corporation or produce its regulatory documents. The intermediary should be able to identify the entity appearing on PAGCOR’s current list, produce the relevant Certificate of Accreditation and disclose the approved brands, platforms and domains associated with it.⁹

The common feature of these arrangements is an attempt to separate the economic or operational control of the gaming business from the entity and persons approved by PAGCOR. That is precisely the type of structure the regulator is expected to scrutinize.

One useful diligence question is deliberately basic: “What exactly is the PAGCOR-regulated entity, and what exact approval allows it to perform the activity being sold?” A credible seller or licensee should be able to answer that before discussing price.

Consequences of an unapproved structure

The principal regulatory risk is not merely a fine. PAGCOR may suspend, cancel or revoke an accreditation where the GSA is no longer suitable, violates a condition of accreditation, obtained approval through materially false or misleading representations, or fails probity requirements. Depending on the violation, the performance cash deposit may be forfeited. The no-sublicensing rules expressly contemplate revocation and blacklisting.

The corporate-law consequences are separate. The true beneficial owners and persons exercising control must be reflected accurately in the company’s SEC filings and beneficial-ownership records, including the current SEC beneficial-ownership registry. A structure that depends on false shareholder, director or control disclosures creates exposure that cannot be cured simply by obtaining a private indemnity from the seller.¹⁶

Where a foreign-nationality restriction applies, nominee ownership may also engage the Anti-Dummy Law. Beyond criminal exposure for the individuals involved, Commonwealth Act No. 108 provides for dissolution of a corporation that violates the statute.¹⁵

There is also a practical consequence: the investor may pay for a business that cannot legally operate. A transaction can be valid between the parties as a private contract and still fail to deliver the regulatory position on which its valuation depends. The safest drafting cannot replace the regulator’s consent.

Recommended pre-engagement and transaction process

Engage PAGCOR before making a commercial commitment. Where practicable, seek an initial discussion with PAGCOR—through the appropriate regulatory department—before entering into exclusivity, paying a deposit, or negotiating definitive transaction documents. The purpose is to explain the proposed route of entry, identify the approvals and submissions that will be required, and determine whether the contemplated structure raises an issue under the moratorium, the probity framework or the prohibition against sublicensing and license riding. This preliminary engagement is not a substitute for the formal application or PAGCOR Board approval, but it can prevent the parties from spending substantial time and money on a structure that the regulator is unlikely to accept.
Define the regulated role. Decide whether the investor will be the GSA owner, a minority shareholder, a venue operator, a brand or technology owner, a managed-services provider, or an accredited B2B supplier. Do not begin with the assumption that every role requires—or confers—the same accreditation or license.
Verify the holder and its regulatory standing. Confirm the exact PAGCOR-listed entity, its current accreditation or license, approved games, brands, domains and URLs, operational status, and whether it is subject to pending sanctions, cancellation proceedings, cease-and-desist directives or post-operational obligations.
Resolve nationality and ownership requirements. Map the direct and indirect ownership chain, the applicable foreign-equity restriction or PAGCOR investment-agreement exception, and every person who will exercise control through shareholding, contract, veto rights, financing arrangements or otherwise.
Prepare the probity file early. Collect identity, source-of-funds and financial-capacity records, police or criminal-history documents, corporate charts, beneficial-ownership disclosures and key-officer information before the definitive documents are signed. Any material issue should be identified before the investor becomes commercially committed.
Conduct regulatory diligence before ordinary diligence. Review MGF and fee payments, performance cash deposit status, player balances, AML and responsible-gaming findings, tax and SEC compliance, approved systems, promotions, brands and domains, B2B contracts and accreditations, pending complaints, enforcement matters and litigation.
Make PAGCOR Board approval a genuine condition precedent. The transaction documents should not transfer ownership, control or operations in substance before clearance. They should include appropriate long-stop dates, cooperation covenants, information rights, termination rights, deposit and escrow mechanics, and a clear allocation of regulatory risk.
Submit the structure as it will actually operate. The regulatory filing, term sheet, definitive agreements, ownership chart, technical architecture and financial flows should present the same arrangement. Side letters, nominee arrangements or operational agreements that contradict the regulatory submission should not be used.
Close and transition only after the required clearance. Complete the share transfer, capital infusion or operational handover only after the relevant PAGCOR action, including PAGCOR Board approval where required. The parties should then complete the corresponding SEC, beneficial-ownership, corporate, tax, brand, domain, system and contract updates.

When waiting may be the better entry strategy

The current volume of acquisition proposals should not create the impression that an investor must enter the market immediately or risk losing its opportunity. PAGCOR placed new GSA applications in abeyance so that it could assess the existing roster, address overcapacity and determine which operators can comply with the standards now expected of a regulated iGaming business. That process should be allowed to run its course.

The market is already being rationalized. Some GSAs have surrendered their accreditations, while others have been directed to cease operations or have faced regulatory action for violations. The Minimum Guaranteed Fee will further distinguish operators with sustainable revenues from those holding underperforming or dormant accreditations. At the same time, the B2B accreditation framework will give PAGCOR greater visibility over the platforms, content providers, payment channels, marketing providers and other entities supporting each regulated operation. As these measures take effect, the market should become clearer: which GSAs remain operational, which are compliant, and which have the financial and technical capacity to continue over the longer term.

For an investor, waiting may therefore be a more prudent strategy than paying a substantial premium today for an existing company whose accreditation, liabilities and long-term viability remain subject to this regulatory review. The present scarcity is regulatory and may be temporary. Once PAGCOR has achieved the objectives of the moratorium and completed its assessment of the existing market, it may decide to reopen applications for new GSAs. There is no assurance that it will do so, or when, but that possibility should form part of any investor’s entry analysis.

A reopened application process would offer a materially different route into the market. Instead of acquiring the historical liabilities, compliance record and commercial arrangements of an existing operator, an investor could apply through a newly established and properly capitalized vehicle, under published application requirements and transparent regulatory fees. It would also avoid paying a scarcity premium for what is sometimes inaccurately marketed as a transferable “license.”

This legal briefing is for general information and does not constitute advice on any specific transaction. The applicable PAGCOR, SEC, foreign-investment, tax and anti-money-laundering analysis should be confirmed against the proposed structure and the current regulatory issuances at the time of filing.

Notes and primary sources

PAGCOR, Electronic Gaming Licensing Department and Regulatory Frameworks pages, which establish the licensing and supervisory architecture for electronic casino games, electronic bingo, sports betting, gaming venues, GSAs and accredited B2B providers. See also iGaming Business, “Philippines iGaming Revenue Reaches Record PHP58.16bn in 2023,” 13 February 2024, describing the Philippines as the only regional jurisdiction regulating both land-based and iGaming operations.
Philippine Statistics Authority, 2024 Census of Population, declaring a total population of 112,729,484 as of 1 July 2024; and Philippine Statistics Authority and Department of Information and Communications Technology, 2024 National Information and Communications Technology Household Survey preliminary results, released 21 July 2025. The survey reported 67.3% individual internet use, cellphone access by 98.8% of internet users, daily use by 76.9% of users, and average daily use of 4.6 hours.
PAGCOR, Electronic Gaming Licensing Department announcements and 2025-2026 regulatory issuances, including the Probity Checking Framework; the 30 June 2025 prohibition on subleasing, subletting and sublicensing; the revised GSA and B2B accreditation frameworks effective 2 October 2025; and subsequent responsible-gaming, technical and compliance measures.
PAGCOR, Memorandum on Moratorium on Application for Accreditation of Service Providers, 29 February 2024, effective 1 March 2024.
PAGCOR, Memorandum on Imposition of Minimum Guaranteed Fee to Gaming System Administrators, 15 December 2025, and Memorandum on Extension of the Effectivity of the Minimum Guaranteed Fee for Gaming System Administrators, 21 May 2026. PAGCOR stated that the MGF was intended to ensure equitable contribution to national revenue, promote active and transparent operations, and reinforce a sustainable, accountable and integrity-driven gaming industry. The first tranche runs from 1 July to 31 December 2026; the second tranche begins 1 January 2027.
Arden Consult, 2026 H1 Gaming Industry Market Analysis (proprietary operator-level data). The analysis estimates H1 2026 online GGR at approximately USD 1.19 billion, down 31% year-on-year, and places more than 60% of licensed GSAs below the applicable minimum GGR benchmark on Q2 run rates.
PAGCOR, Regulatory Framework for the Accreditation of Gaming System Administrators, Revision No. 0, effective 2 October 2025, items 14, 31, 32 and 33.
PAGCOR, Probity Checking Framework, Revision No. 0, including the definition of Beneficial Owner and the provisions on intervening events, ownership, control, legal ownership and beneficial ownership.
PAGCOR, List of PAGCOR-Accredited Gaming System Administrators and Registered Brands and Domain Names/URLs, current list available through the Electronic Gaming Licensing Department page.
PAGCOR, Memorandum and Implementing Rules and Guidelines on Prohibition on Subleasing, Subletting and/or Sublicensing of Accreditations or Licenses and Streamlining of Gaming Brands, 30 June 2025.
PAGCOR, Memorandum on Unified Gaming License for Gaming Venue Operations as Alternative Licensing Approach, 6 July 2026, and the related amendment to the Regulatory Framework for the Issuance of Gaming License for the Establishment of Gaming Venues.
PAGCOR, Regulatory Framework for the Accreditation of Gaming Affiliates and Support Service Providers, Revision No. 1; PAGCOR Memorandum on Compliance with the Application for Accreditation of Contracted B2B Providers, 21 May 2026.