Punongbayan & Araullo

May 6, 1992 Punongbayan & Araullo 6th Flr., Vernida IV Bldg. Alfaro St., Salcedo Vill. 1200 Makati, Metro Manila Attention : Rosario S . Bernardo Tax Partner Gentlemen : This refers to your letter dated December 11, 1991 recasting this Commission to allow your client, Cellier K.K., to establish a branch office in the Philippines with an assigned capital of US$50,000.00. prcd It appears that Cellier K.K., a corporation organized in Japan, won the contract to undertake the installation of the Lub-oil Blending Plant Project in Pandacan, Manila of Pilipinas Shell Petroleum Corporation. The Contract between Cellier K.K. and Pilipinas Shell is an isolated and a one-time contract. Relative thereto, the Implementing Rules and Regulations of the Foreign Investments Act of 1991, partly provides as follows: ". . .. The following acts shall not be deemed 'doing business' in the Philippines: xxx xxx xxx (8) Performing services auxiliary to an existing isolated contract of sale which are not on a continuing basis, such as installing in the Philippines machinery it has manufactured or exported, to the Philippines, servicing the same, training domestic workers to operate it, and similar incidental services." (Rule I, Sec. 1(f)) Considering that under the above provision the proposed activity of your client is not deemed "doing business", it need not secure a license from this Commission. Very truly yours, (SGD.) ARMANDO Z. GONZALES Associate Commissioner