MOOG

May 30, 1988 MOOG Control Corporation, Philippine Branch BCEPZ Loakan Road Baguio City Gentlemen : Your letter, dated May 18, 1988, addressed to SEC Baguio Extension Office, has been referred to this Commission for appropriate action. It appears therein that you are a Philippine branch of a New York based multinational corporation engaged in the manufacture of high precision systems. You are an EPZA registered enterprise and presently operating at the Baguio City Export Processing Zone. Your parent company in the United States, MOOG Controls Corporation, is in the process of changing its name to "MOOG Systems, Inc." Notwithstanding the proposed change of name of your parent company, your branch office here in Manila desires to retain its present name "MOOG Controls Corporation",(Philippine Branch). Hence, your request for the legality of such proposal. The pertinent provisions of the Corporation Code prescribes thus: "SECTION 130. Amendments to articles of incorporation or by-laws of foreign corporations Whenever the articles of incorporation or by-laws of a foreign corporation authorized to transact business in the Philippines are amended, such foreign corporation shall within sixty (60) days after such amendment becomes effective, file with the Securities and Exchange Commission, and in the proper cases with the appropriate government agency, a duly authenticated copy of the articles of incorporation or by-laws, as amended, indicating clearly in capital letters or by underscoring the change, or changes made, duly certified by the authorized official or officials of the country or state of incorporation .The filing thereof shall not of itself enlarge or alter the purpose or purposes for which such corporation is authorized to transact business in the Philippines." Likewise, Section 131 of the Corporation Code provides as follows: SECTION 131. Amended license . A foreign corporation authorized to transact business in the Philippines shall obtain an amended license in the event it changes its corporate name ,or desires to pursue in the Philippines other or additional purposes, by submitting an application therefor to the Securities and Exchange Commission, formally endorsed by the appropriate government agency in the proper case." (Emphasis supplied). Furthermore, Section 134 of the same Code declares that the license of a foreign corporation to transact business in the Philippines may be revoked or suspended by the Securities and Exchange Commission upon any of the following grounds, inter alia ,"Failure to submit to the Securities and Exchange Commission an authenticated copy of any amendment to its articles of incorporation by by-laws or of any articles of merger or consolidation within the time prescribed by this Title". In entering a foreign state to do business therein, a corporation impliedly agrees to become subject to its laws and is deemed to have notice of those laws. (17 Fletcher Cyc. Corp.,1977 rev. vol.,sec. 8339 at 135).A corporation doing business in another state, subjects itself to the burden and responsibilities of that state's laws, and becomes entitled to the benefits and privileges of those laws to the same extent as a domestic corporation of like character. (Fletcher, sec. 8340, at 140). In relation to the change of corporate name, the legal view is that "The new name acquired by the corporation is the one under which it acts and conducts its business." (6 Fletcher Cyc. Corp.,1979 rev. vol.,sec. 2456, at 217).Such legal name and title which the law confers upon a corporation is the one which it should use. (Fletcher, sec. 2442, p. 170). LibLex In the light of the foregoing, please be advised that should your parent company finally pursue to change its name to "MOOG SYSTEMS, INC.", you have to submit an amended license in pursuance of Sec. 131 of the Corporation Code. However, the Commission will interposes no objection should you decide to qualify your new name as follows: "MOOG SYSTEMS, INC. (Formerly: MOOG Controls Corporation). Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner