Mr. Frank O. Asuncion, Sr.

April 25, 1996 Mr. Frank O. Asuncion, Sr. Atelier PACIFICA, International Post Office Box 10392 Fort Irwin, CA 92310-5000 S i r : This refers to your fax letter dated April 8, 1996 requesting information/advice on how naturalized US citizens with current professional registration in the Philippines can open an architectural and engineering office in Philippine jurisdiction. llcd On the matter of whether a naturalized US citizens with current professional registration in the Philippines can still practice as architects or engineers in this jurisdiction, we believe that the Professional Regulation Commission (PRC) is the proper government agency to resolve said issue. However, please take note that the SEC does not permit registered professionals to practice as a "corporate entity," " A statute authorizing the formation of corporations to carry on any lawful business does not include the work of the learned professions, except in those jurisdictions where there is legislation authorizing professional corporations or professional associations. The reason lie deeper than lack of statutory sanction for it. Human personal qualifications for such professions cannot be possessed by a corporation. They would inhere in the members as distinct from the corporation, and it could not have the power to do illegally an act requiring a license which only they can obtain ." (1-A Fletcher, sec. 97 citing several authorities) Thus, Section 24 of RA 544, as amended, and Section 34 of RA 545, as amended, provide: "SECTION 24. The practice of civil engineering is a professional service, admission to which must be determined upon individual, personal qualifications . Hence, no firm, partnership, corporation or association may be registered or licensed as such for the practice of civil engineering: Provided, however, That persons properly registered and license as civil engineers may, among themselves or with a person or persons properly registered and licensed as architects, form and obtain registration of, a firm, partnership or association using the term "Engineers" or "engineers and Architects," but, nobody shall be a member or partner of such firm, partnership or association unless he is a duly licensed civil engineer or architect, and the members who are civil engineers shall only render work and services proper for a civil engineer, as defined in this Act, and the members who are architects shall also only render work and services proper for an architect, as defined in the law regulating the practice of architecture, individual members of such firms, partnership or association shall be responsible for their own respective acts." (RA 544, emphasis provided) "SECTION 34. Corporations cannot register . The practice of architecture is a professional service, admission to which shall be determined upon the basis of the individual, personal qualifications. No firm, company, partnership, association or corporation may be registered or licensed as such for the practice of architecture : Provided, however , That persons properly registered or licensed as architects may, among themselves or with a person or persons properly registered and licensed as civil engineers, form and obtain registration of, a firm, partnership or association using the term "Architects" or "Architects and Engineers", but, nobody shall be a member or partner of such firm, partnership or association unless he is duly registered and licensed architect or civil engineer , and the members who are architects shall only render work and services proper for an architect as defined in this Act, and members who are civil engineers shall also only render work and services which are proper for a civil engineer as defined under the law regulating the practice of civil engineering, individual members of such firm partnership or association shall be responsible for their respective acts . (RA 545, emphasis supplied) However , while architects or engineers cannot practice as a " corporate entity ", the Commission allows them to form a "partnership" wherein all the partners thereof are duly licensed as such under Philippine laws, but in such a case, it would be the individual architects or engineers , not the partnership firm, who will engage in the practice of profession and are personally responsible for their own acts. Likewise, a duly licensed architect or engineer can be an incorporator/stockholder or be hired as an employee in a corporation engaged in other line of business ' (e.g. construction company) to render his service as such, the hiring of which is merely incidental to carry out the corporate purposes , but in no case shall the corporation hire architects to carry on the business of the practice of architecture or engineering as the same would constitute "practice of profession" which cannot be legally performed by a " corporate entity ". ( SEC letter to Mr. Nestor S. Mangio dtd. April 18, 1996 ) prcd Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner