Honphil Securities & Development Corp.

January 21, 1985 Honphil Securities & Development Corp. c/o Mr. Jose B. Tomimbang 1101 Vicente Madrigal Bldg. Ayala Avenue, Makati, MM Sir : This refers to your letter dated November 21, 1984, requesting for a ruling of this Commission on the query posed therein. LexLib It appears therein that on November 8, 1984, Cor-Asia Securities Corporation amended its articles of incorporation to change its corporate name to Honphil Securities and Development Corporation. Consequently, the corporation is now using as its official name "Honphil Securities and Development Corporation." Hence, the present request for a ruling that Cor-Asia Securities Corporation cannot be used as a corporate name by any group so as not to confuse or mislead the public that Cor-Asia Securities Corporation is still in operation and in existence when it is no longer the case. Anent thereto, please be informed that it is fully established by the authorities that a corporation by first entering a particular field with a name adopted by it, and by prior appropriation and use, acquires a right to such name which the law will recognize and protect. The right of a corporation to the exclusive use of its corporate name is a common-law right, and equity will "prohibit another from using a name so similar to the corporate name as too calculated to deceive the public", (Fletcher's Vol. 6, Ch. 22, p. 29) It has also been held that plaintiff is entitled to be free from the possible danger to its reputation and credit which would result by the public's confusion of the identity of the two companies. Any act which produces confusion or uncertainty concerning the name is well calculated to injuriously affect the identity and business of a corporation and, as a matter of fact, it is in some degree, at least, the necessary and natural consequence of the wrongful appropriation of a corporate name to injure the business and rights of the corporation by destroying and confusing its identity. (Fletcher's, Vol. 6, p. 136). Furthermore, " a mere change in the name of the corporation, either by legislature or by the corporator or stockholder under legislative authority, does not, generally speaking affect the identity of the corporation, nor in any way, affect the rights, privileges, obligations previously acquired or incurred by it." (Fletcher's Vol. 6, p. 223). It is the same corporation with a different name. The foregoing discussion and the fact that the former name is indicated in the Certificate of Filing of Amended Articles of Incorporation issued by this Commission on November 8, 1984 would militate against anyone else using said name. The name therefore, can no longer be used by any other group. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman