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Atty. Vicente R. Solis

SEC Opinion • Securities and Exchange Commission • Opinions • Feb 19, 1985

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February 19, 1985 Atty. Vicente R. Solis Ground Floor, Lorenzo Bldg. 787 Vito Cruz, Malate M a n i l a Sir : This relates to your letter dated February 8, 1985, requesting a formal ruling from this Commission regarding the alleged action of the Director of our Corporate and Legal Department in disallowing your client, IBER-ASIA MARKET TRADE CORPORATION to change its corporate name to IBER-ASIA (FAR EAST) CORPORATION in view of the existence of another corporation registered with this Commission bearing the name of IBERASIA DEVELOPMENT CORPORATION. llcd A perusal of the record of Iber-Asia Market Trade Corporation on file in this Commission shows that on June 6, 1984, subject corporation presented to us its amended articles of incorporation, originally amending Article I thereof by changing its corporate name from Iber-Asia Market Trade Corporation to Iber-Asia Corporation, and amending Article VII thereof by increasing its authorized capital stock, which amendments were approved by the requisite vote of the stockholders and directors at a meeting held on September 1, 1983 at the principal office of the corporation. Apparently, upon the suggestion of our Corporate and Legal Department, the amendment relating to the change of corporate name from Iber-Asia Market Trade Corporation to Iber-Asia Corporation was deleted, for reason that "no corporate name may be allowed by the Securities and Exchange Commission if the proposed name is identical or deceptively or confusingly similar to that of any existing corporation , or to any other name already protected by law, or is patently deceptive, confusing or contrary to existing laws. . . . ." (Section 18, Corporation Code of the Philippines). In this regard, please be informed that another corporation bearing the name Iberasia Development Corporation has already been registered with this Commission. Thus, such adoption of corporate name "Iber-Asia Corporation" by another company would cause confusion in the minds of the public regarding the identity of said corporations. Furthermore, letter (c) of SEC Guidelines in the Approval of Corporate and Partnership Names requires that "the proposed name must contain two other words different from the name of the company already registered". Inasmuch as the name "Iber-Asia Corporation" does not likewise confirm with our above guideline, said proposed name was not given favorable consideration. Thus, contrary to your allegation, it was the corporate name "Iber-Asia Corporation",and not "Iber-Asia (Far East) Corporation",which was brought to the attention of this Commission and which was disapproved by us for reasons above-stated. cdll Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman

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