Mr. W. C. Pitsenburg

June 6, 1988 Mr. W. C. Pitsenburg 10 Dimasalang Street, Real Village II Tandang Sora, Quezon City 1107 Sir : This refers to your letter dated April 28, 1988, requesting information on the queries posed therein. cdll Anent your first query, please be advised that on April 20, 1987, we received a notice from Atty. Felissa B. Baguilat of Quasha Asperilla Ancheta Pea & Nolasco, for and in behalf of William C. Pitsenburg Foundation, informing this Commission that the Company's permanent office address is 863 Apt. C. Catalua St.,Sampaloc, Manila. Relative to your second query, Section 129 of the Corporate Code of the Philippines provides: "SECTION 129. Law applicable . Any foreign corporation lawfully doing business in the Philippines shall be bound by all laws, rules and regulations applicable to domestic corporations of the same class ,save and except such only as provided for the creation, formation, organization or dissolution of corporations or such as fix the relations, liabilities, responsibilities, or duties of stockholders, members, or officers of corporations to each other or to the corporation." (emphasis supplied) Corollary thereto, the Rules Requiring Non-Stock Corporations To Keep Accounting Records & to Submit Annual Financial Statements dated Nov. 20, 1980, as amended on July 9, 1982 provides: "In order to enable the Securities and Exchange Commission to closely supervise and properly monitor the operations and activities of non-stock corporations for the purpose of protecting the membership participation therein as well as the interest of the public in general, all non-stock corporations, duly registered with the Commission are hereby required to keep proper accounting records and to prepare and submit to the Commission their annual financial statements, consisting of a balance sheet and income statement in accordance with the following provisions: 1. The annual financial statement of non-stock corporations must be submitted to the Commission within 120 days for corporations whose securities are not registered and 105 days for corporations whose securities are registered after the end of their fiscal year. However, under meritorious cases and provided a written request is made within the above prescribed period, an extension of thirty (30) days may be granted by the Commission for the submission of the said financial statements. 2. The financial statements of non-stock corporations with total assets of P500,000, or more, or with gross receipts of P100,000, or more, for the fiscal year covered must be duly audited and credited by an independent Certified Public Accountant. In other cases where the total assets is less than P500,000 and the gross receipts is less than P100,000, the said financial statements, may, instead, be attested and sworn to by the Treasurer of the corporations" Thus, non-stock foreign corporations duly licensed in the Philippines, such as William C. Pitsenburg Foundation, are required to file financial statements. Regarding your third query on whether or not the foundation can purchase a house and lot to be used as its office or residence, the Department of Justice, in its opinion dated April 26, 1988, addressed to Undersecretary Tomas Alcantara of the Board of Investments, has ruled that a corporation with foreign equity of more than 40% of its outstanding capital stock is disqualified from investing in real estate. Consequently, William C. Pitsenburg Foundation, a foreign corporation is not qualified to purchase a house and lot in the Philippines. Finally, on your fourth query whether or not you can bring in a used car for use of the Foundation on a tax free basis, it is suggested that you communicate directly with the Central Bank of the Philippines and the Bureau of Customs. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner