Ms. Marilyn A. Silvala

March 30, 1995 Ms. Marilyn A. Silvala Phinma Property Holdings Corp. Phinma Bldg., 166 Salcedo St., Makati, Metro Manila Madam: This refers to your letter of March 28, 1995 requesting confirmation that there is no need for a joint venture agreement to be registered with the SEC. As stated, your company PHINMA Property Holdings Corporation entered into a joint venture agreement with 7R Port Services, Incorporated for development and construction of a mass housing/ residential subdivision project referred to as Villas Elisa Joint Venture Project. Your company tried to secure a Taxpayer Identification Number (TIN) for the joint venture from the Bureau of Internal Revenue and to register it with the Department of Trade and Industry, but was advised to register it first with the Securities and Exchange Commission (SEC). However, it is your contention that there is no need for the joint venture agreement to be registered with the SEC since the formation thereof would not result to a creation of an independent legal or business entity. The Commission, on several occasions, has ruled that two or more corporations may enter into a joint venture through a contract/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 SEC, provided, however, that the joint venture will not result in the formation of a new partnership or corporation. In the present case, however, it can be implied from the facts presented that the parties to the agreement want the joint venture to be treated as a separate entity or have a separate personality since they intend to secure for the joint venture project a TIN of its own from the BIR. This situation, therefore, requires registration with the SEC. If the joint venture agreement will not be registered either as a corporation or partnership, it has no legal personality to obtain a separate TIN from the BIR. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner