Romulo, Mabanta, Buenaventura

February 8, 1988 Romulo, Mabanta, Buenaventura Sayoc & delos Angeles Law Office 4th Flr.,King's Court 2129 Pasong Tamo Street Makati, Metro Manila Attention : Atty . Teresita Villaruz Madam : This has reference to your letter dated January 21, 1988, requesting that the amendment of the name of your client, "USS Engineers and Consultants, Inc. to USX Engineers and Consultants, Inc." be effected in its SEC license. prcd It appears that said amendment has been referred by this Commission to the Board of Investments for comments and recommendation. It is your position that the amendment of the corporate name of the foreign corporation is a matter properly within the jurisdiction of the laws of the United States of America and its Securities and Exchange Commission because it involves a foreign corporation. Correspondingly, this fact has to be recognized and the change effected in due course and not be the subject of comments and recommendation because this is not a matter subject for approval. Sections 129 and 130 of the Corporation Code provide, and we quote: "SECTION 129. Law applicable . Any foreign corporation lawfully doing business in the Philippines shall be bound by all laws, and regulations applicable to domestic corporations of the same class, save and except such only as provide for the creation, formation, organization or dissolution of corporations or those which fix the relations, liabilities, responsibilities or duties of stockholders, members or officers of corporations to each other or to the corporation." "SECTION 130. Amendments to Articles of Incorporation or By-laws of foreign corporations . Whenever the articles of incorporation or the 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 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 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." From the above, it is clear that foreign corporations are subject to Philippine laws. Inasmuch as the law in this instance does not pertain to the creation, formation, organization or dissolution of corporations or those which fix the relation, liabilities, responsibilities, or duties of stockholders, members, or officers of corporations to each other or to the corporation, your client, therefore, is subject to Philippine laws. Considering the same, it is, therefore necessary that the amended articles of incorporation be indorsed to the Board of Investments. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman