Atty. Llewellyn L. Llanillo

April 22, 1985 Atty. Llewellyn L. Llanillo Sycip, Salazar, Feliciano & Hernandez Law Offices 4th Floor, Paic Building 105 Paseo de Roxas, Makati Metro Manila Sir : With reference to the application of FEBROE, a joint venture of Frank E. Basil, Inc. and Burns & Roe Service Corporation, both formed and organized under the laws of the United States, aimed to establish a representative office in the Philippines, please be advised that the same has been noted and filed with the records of the Commission. cdlex In this connection, Section 123 of the Corporation Code provides: "SECTION 123. Definition and Rights of foreign corporations . For purposes of this Code ,a foreign corporation is one formed, organized and existing under any laws other than those of the Philippines and whose laws allows Filipino citizens and corporations to do business in its own country or state. It shall have the right to transact business in the Philippines after it shall have obtained a license to transact business in this country in accordance with this Code and a certificate of authority from the appropriate government agency." (emphasis supplied) The aforecited provision speaks of foreign corporations .Considering that joint ventures formed outside the Philippines are not covered by the said provision of the Corporation Code, FEBROE does not need SEC registration since the Commission has jurisdiction to issue licenses only to foreign corporations. Please be advised accordingly. llcd Very truly yours, (SGD.) MANUEL G. ABELLO Chairman