Mr. Primer B. Leonen

August 22, 1985 Mr. Primer B. Leonen Vice President & Corporate Secretary Bank of the Philippine Islands Makati, Metro Manila Sir : This has reference to your letter dated August 12, 1985, on the use of abandoned or changed corporate names, requesting confirmation on the following opinions: llcd 1. When the corporate name is abandoned due to the dissolution of the corporation through expiration of its corporate life, such corporate name may be used by another corporation. Anent the above, please be informed that "when the corporation finishes the course of its existence, the name is no longer that of as existing corporation and it may then be acquired by another." (Fletchers, Ch. 22, Vol. 6, p. 10 citing Grand Rapids Trust Co. v. Haney School Furniture Co.,221 Mic. 487, 191 NW 196, 27 ALR 1020). 2. When the corporate name of an existing corporation has been changed to another thru an amendment of its Articles of Incorporation, the previous corporate name cannot be used by another corporation because said name still appears in the amended Articles of Incorporation as the corporation's former name. This Commission in its letter to Honphil Securities & Development Corporation, dated January 21, 1985, has opined that "the fact that the former name is indicated in the Certificate of Filing of Amended Articles of Incorporation would militate against anyone else using said name, and therefore, said name can no longer be used by any other group." 3. In case the change of corporate name is due to merger/consolidation, the corporate name(s) of the merged/consolidated corporation(s) may not be used by another corporation without the consent of the surviving corporation. In this regard, it has to be stated that merger or consolidation has the following effects, among others, to wit: 1) the constituent corporations shall become a single corporation which, in case of merger, shall be the surviving corporation designated in the plan of merger; and in case of consolidation, shall be the consolidated corporation designated in the plan of consolidation; 2) the separate existence of the constituent corporations shall cease except that of the surviving or the consolidated corporation; 3) the surviving or consolidated corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises of each of the constituent corporations; and all property, real or personal, and all and every other interest of, or belonging to, or due to each constituent corporation, shall be deemed transferred to and vested in such surviving or consolidated corporation without further act or deed. (Sec. 80, The Corporation Code of the Philippines). (Emphasis supplied) While there is a dissolution of the absorbed corporations, there is no winding up of their affairs or liquidation of their assets since the surviving or consolidated corporation shall automatically acquire all the rights, privileges and powers, as well as liabilities of such constituents, and would usually continue the combined business. (Campos. Lopez-Campos, The Corporation C od e, "Comments, Notes and Selected Cases", op. 947) Foreign jurisprudence, likewise, rules: "The right to use a corporate name may pass to an assignee or transferee of the goodwill and assets of the Corporation, even to a purchaser of the assets of a bankrupt corporation, provided, of course, the name is listed as part of the assets." (Fletcher, Vol. 6, p. 11 citing Theobold, Jansen Elec. Co. v. Harry L. Wood Elect. Co.,285 F. 29) "A new corporation, however, which has acquired the property and name of a dissolved corporation is in the same position as the original corporation would have been had it continued to exist, and may, in a proper case enjoin the use of such name by another." (Fletchers Vol. 6, p. 52 citing Herring-Hall Marvin Safe Co. v. Hall's Safe Co.,208 US 554, 52 L. Ed 616, 28 S ct. 350) This confirms the three opinions as aforestated. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman