Mr. F. G. Tagao

January 3, 1984 Mr. F. G. Tagao SGV & Co. 6760 Ayala Ave. Makati, Metro Manila Sir : This refers to your letter dated November 21, 1983 requesting the opinion of this Commission on the following queries: 1. Whether or not the Garcia's Navigation Company, a partnership, may be allowed to merge with Arcal Development, Inc.,a corporation. 2. If the merger is not possible, would the former be allowed to transfer all its assets and liabilities to the latter for it to issue its shares of stocks for the net assets which will in turn be distributed or issued to the partners of the former in proportion to their prospective interest in said partnership. Section 76 of the Corporation Code of the Philippines provides in part, to wit: "SECTION 76. Plan or Merger or Consolidation . Two or more corporations may merge into a single corporation which shall be one of the constituent corporations or may consolidate into a new single corporation which shall be the consolidated corporation." (emphasis supplied) xxx xxx xxx From the foregoing provision, it is very clear that only corporations can merge into a single corporation. As regards your second query, the same may be allowed provided the partnership shall be dissolved in accordance with law. Please be advised accordingly. Very truly yours, (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department