Mr. Antonio O. Garin

December 27, 1989 Mr. Antonio O. Garin Forever Security and General Services, Inc. Rizal Towers 4474 Singian Street Near Makati Avenue Makati, Metro Manila Sir : This refers to your letter dated November 6, 1989, requesting confirmation that the change of corporate name or officers of a corporation does not affect its corporate identity. cdlex It appears therein that questions were raised over the corporate identity of your corporation after the change of its corporate name from Benito Security Protective & Investigation Agency, Inc. to Forever Security and General Services, Inc.. Hence the present request. A mere change in the name of a corporation either by the legislature or by the corporation or stockholders under a legislative authority, does not, generally speaking, affect the identity of the corporation nor in any way affect the rights, privileges, or obligations previously acquired or incurred by it. The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original one, but remains and continues to be the original corporation. It is the same corporation with different names, and its character is in no respect changed. The acquisition of a new name by a corporation does not affect its property rights, nor deprive it of the benefit of any of fees paid, nor of the enjoyment of any permits or licenses obtained, before the change occurred. (6 Fletcher, Ch. 22, Sec. 2456, 1979 Revised Volume, p. 216). Relative to the change of officers, it is generally accepted that the corporation is an entity distinct from the shareholders or members and with rights and liabilities not the same as theirs individually and severally, and the corporation and its officers are not the same personality. So a duly organized business corporation enjoys a legal identity separate and apart from its stockholders, directors and officers. (1 Fletcher Ch. 2, Sec. 25, 1983 Revised Volume p. 304). In the light of the foregoing, we hereby confirm your view that the change of corporate name or officers does not affect the identity of the corporations. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner