Circularizing the Full Text of Department Administrative Order No. 11, Series of 2008

September 14, 2009 REVENUE MEMORANDUM CIRCULAR NO. 053-09 SUBJECT : Circularizing the Full Text of Department Administrative Order No. 11, Series of 2008, Further Amending Certain Provisions of Department of Trade Administrative Order No. 80, Series of 1982, as Amended, Implementing Act 3883, as Amended (Also Known as the Business Name Law) FOR : All Internal Revenue Officers, Employees, Taxpayers and Others Concerned For the information and guidance of all internal revenue officers, employees and others concerned, attached is the full text of Department Administrative Order No. 11, Series of 2008, Further Amending Certain Provisions of Department of Trade Administrative Order No. 80, Series of 1982, as Amended, Implementing Act No. 3883, as Amended, Also Known as the "Business Name Law ". aICHEc All revenue officials and employees are enjoined to give this Circular as wide a publicity as possible. (SGD.) SIXTO S. ESQUIVIAS IV Commissioner of Internal Revenue ATTACHMENT September 16, 2008 DTI ADMINISTRATIVE ORDER NO. 11-08 SUBJECT : Further Amending Certain Provisions of Department of Trade Administrative Order No. 80, Series of 1982, as Amended WHEREAS, Act No. 3883 (Business Name Law) as amended, mandates the Department of Trade and Industry (DTI) to regulate the registration and use in business transactions of names other than true names, prescribes the duties of the Director of Bureau of Commerce (now Bureau of Trade Regulation and Consumer Protection) in its enforcement, and provides penalties for its violation, among others; WHEREAS, juridical persons registered under the Corporation Code of the Philippines, Cooperative Code of the Philippines and similar laws confer upon these persons the right to carry on or engage in business under its own registered names; this fact notwithstanding, these juridical persons are still allowed to register its names under the Business Name Law; WHEREAS, Securities and Exchange Commission (SEC) Item 4 of the Memorandum Circular No. 14 Series of 2000 entitled "Revised Guidelines in the Approval of Corporation and Partnership Names" provides that "business or tradename of any firm which is different from its corporate or partnership name shall be indicated in the articles of incorporation or partnership of said firm"; WHEREAS, Executive Order No. 428 issued on 18 May 2005, directs departments, Bureaus, Offices and other Agencies in the Executive Branch, including Government-Owned and Controlled Corporations to simplify rules and regulations to facilitate doing business and encourage more investments in the country; cHAaEC WHEREAS, Executive Order No. 557 issued on 08 August 2006, establishes an Anti-Red Tape Task Force chaired by the DTI Secretary, aimed to streamline government processes and reduce the cost of doing business in the Philippines; WHEREAS, in consonance with the objectives of Executive Order Nos. 428 and 557 and for purposes of efficiency, the Department of Trade Administrative Order (DTAO) No. 80 series of 1982, implementing Act No. 3883 as amended, is hereby further amended accordingly. WHEREFORE IN VIEW OF THE FOREGOING, this Order is hereby prescribed and promulgated for the information, guidance and compliance of all concerned: SECTION 1. Section 11, Rule V of DTAO No. 80 Series of 1982 is hereby amended to read as follows: "Section 11. THE FOLLOWING NAMES SHALL NOT BE REGISTRABLE: a.) . . . b.) (i) NAMES WHICH SO NEARLY RESEMBLES A BUSINESS NAME PREVIOUSLY REGISTERED WITH THE DEPARTMENT OF TRADE AND INDUSTRY, THE SECURITIES AND EXCHANGE COMMISSION (SEC) OR ANY OTHER GOVERNMENT OFFICE AUTHORIZED BY LAW TO REGISTER NAMES AS LIKELY TO CAUSE CONFUSION OR MISTAKE IN THE MINDS OF THE PUBLIC AND PREJUDICE THE INTEREST OF THE OWNER OF THE REGISTERED BUSINESS NAME TAKING INTO CONSIDERATION THE FOLLOWING: AICEDc 1. nature of the business 2. products/services handled 3. use of dominant/descriptive words 4. spelling, sound and meaning 5. such other factors as may be determined by the Secretary of the Trade and Industry. (ii) NAMES OF JURIDICAL PERSONS SUCH AS CORPORATIONS, AND PARTNERSHIPS REGISTERED WITH THE SECURITY AND EXCHANGE COMMISSION, COOPERATIVES REGISTERED WITH THE COOPERATIVE DEVELOPMENT AUTHORITY (CDA) AND OTHER NAMES REGISTERED WITH THE GOVERNMENT AGENCIES ALLOWED TO REGISTER NAMES; (iii) NAMES OF JURIDICAL PERSONS OTHER THAN ITS REGISTERED NAMES WITH THE PROPER GOVERNMENT AGENCY OR SUCH "ADOPTED NAMES" WHICH ARE REQUIRED TO BE INDICATED IN THE ARTICLES OF INCORPORATION/PARTNERSHIP, COOPERATIVE, AND THE LIKE. xxx xxx xxx" SECTION 2. Section 10 Rule IV of DTAO No. 80, series of 1982 as amended by Section IV, Article III of DAO No. 6, Series of 1999 is hereby amended to read as follows: TDCcAE "In case of renewal OF REGISTRATION, the five (5)-year PERIOD OF VALIDITY of the Certificate of Registration shall be reckoned from the date of APPROVAL OF THE APPLICATION FOR SUCH RENEWAL. ANY BUSINESS NAME WHOSE REGISTRATION IS NOT RENEWED WITHIN SIX (6) MONTHS FROM ITS EXPIRATION DATE SHALL BE AUTOMATICALLY CANCELLED FROM THE BUSINESS NAME RECORDS." SECTION 3. The second Section 12 in Rule VI of DTAO 80, series of 1982 is hereby deleted. SECTION 4. Original and renewal registration of the names of juridical persons, including adopted names, shall no longer be allowed upon effectivity of this Order. SECTION 5. All Department Administrative Orders, other issuances or parts thereof inconsistent with this Order are hereby repealed or amended accordingly. SECTION 6. This Order shall take effect fifteen (15) days after its publication in a newspaper of general circulation and upon filing with the University of the Philippines Law Center three (3) certified copies hereof pursuant to Sec. 3 (1) of Chapter II, Book VII of Executive Order No. 292, as amended. HCEcaT Issued this 16th day of September 2008 in Makati City, Philippines. APPROVED: (SGD.) PETER B. FAVILA Secretary Department of Trade and Industry RECOMMENDED BY: (SGD.) ZENAIDA CUISON MAGLAYA Undersecretary Consumer Welfare and Trade Regulations Group (SGD.) VICTORIO MARIO A. DIMAGIBA Director Bureau of Trade Regulation and Consumer Protection