Atty. Manuel B. Fernandez, Jr.

April 14, 1988 Atty. Manuel B. Fernandez, Jr. Suite 301 PPSTA Bldg. 419 Quezon Avenue Quezon City Sir : This has reference to your letter dated March 14, 1988, requesting for the opinion of the Commission on the following queries: 1. Is it possible to use the name SOS Kinderdorf Philippines, Inc.,considering that there is already incorporated SOS Children's Village Philippines, Inc. (Kinderdorf means Children's Village)? 2. In the event that it is possible or if another name is proposed and adopted, can SOS Children's Village International be a member? 3. How many foreigners (non-residents) are allowed as member thereof, and how many are permitted to be directors or trustees? Relative to your first query, an examination of our records on file shows that there is an abundance of corporations who have similar keywords as your choice. You therefore, cannot use said corporate name. Anent your second query as whether or not SOS Children's Village International can be a member, it would depend on the provision of your by-laws. "It is a matter of general knowledge that corporations particularly the fraternal and mutual benefit and other membership corporations, commonly prescribe the qualifications necessary for membership and the mode or procedure in which it may be required and it is settled that such matters are competent for regulation by by-laws." (Supreme Lodge Knight & Ladies of Honor v. Johson, 81 Art 512, 99 SW 834 cited in Fletchers' vol. 8 p. 740) Regarding your third query, there is no limitation under the Corporation Code to the admission of foreign members in corporations. Likewise, foreign members may become directors or trustees provided that majority of the directors or trustees must be residents of the Philippines pursuant to Sec. 23 of the Corporation Code. However, a different ruling applies for special type of corporations, such as educational institutions, wherein the limitations prescribed in the New Constitution under Section 4 (2) thereof, and PD No. 176, shall be observed. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman