D. M. Consunji, Inc.

April 29, 1985 D. M. Consunji, Inc. c/o Mr. Jesus R. Ferrer, Jr. 1881 Pres. Quirino Avenue Ext. Plaza Dilao, Pandacan Manila Sir : This refers to your letter dated April 23, 1984 inquiring on the requirements for the registration of joint ventures with the Securities and Exchange Commission. llcd It appears from your letter that D.M. Consunji, Inc. entered into a joint venture agreement with F.F. Cruz & Co., Inc. to undertake the construction of the Philippine General Hospital Central Block Building on Taft Avenue, Manila. You now would like to inquire on the requirements for its registration with the Commission. In connection therewith, please be advised that the Commission, on several occasions, has ruled that two or more corporations may enter into a joint venture through a contract or agreement if the nature of the venture is in line with the business authorized by their charters, which contract/agreement need not be registered with the Commission, provided, however, that the joint venture will not result in the formation of a new partnership/corporation. ( SEC Opinions dated January 26, 1961 , February 29, 1980 and November 11, 1981 ). A perusal of the copy of the joint venture agreement attached to your letter shows that the agreement will not result in the formation of a partnership/corporation and the same is intended only for one particular project, the construction of the Philippine General Hospital Central Block Building. Likewise, a verification of the corporate records of the constituent corporations disclosed that both corporations are authorized to engage in construction business. In view of all the foregoing, the Commission interposes no objection to the said joint venture. Please be advised accordingly. llcd Very truly yours, (SGD.) MANUEL G. ABELLO Chairman