Mr. R.G. Cruz

June 29, 1982 Mr. R.G. Cruz International Operations Sector Central Bank of the Philippines Manila Dear Mr. Cruz: This refers to your letter dated June 8, 1982 (OB-L079-82) requesting opinion as to whether or not representative offices of foreign banks authorized by the Central Bank of the Philippines under Circular No. 855, as amended ,still have to secure a license from the Securities and Exchange Commission. The pertinent provision of Section 125 of the Corporation Code of the Philippines provides as follows: SECTION 125. Application for a license . A foreign corporation applying for a license to transact business in the Philippines shall submit to the Securities and Exchange Commission a copy of its articles of incorporation and by-laws, certified in accordance with law, and their translation to an official language of the Philippines, if necessary. The application shall be under oath and shall specifically set forth the following, ...: xxx xxx xxx Foreign banking, financial and insurance corporations shall, in addition to the above requirements, comply with the provisions of existing laws applicable to them .In the case of all other foreign corporations, no application for license to transact business in the Philippines shall be accepted by the Securities and Exchange Commission without previous authority from the appropriate government agency, whenever required by law. Likewise, this Commission has promulgated rules and regulations implementing the provisions of the Corporation Code of the Philippines on Foreign Corporations, the relevant provision of which states as follows: SECTION 2. Who can apply for a License to engage in Business in the Philippines . Any foreign corporation formed, organized or existing under any laws other than those of the Philippines desiring to establish branches or representative offices to engage in business in the country may apply for a license to transact business in accordance with these rules . It is therefore clear that representative offices of foreign banks still have to secure license from this Commission in accordance with the aforequoted provision of law and its implementing rules and regulations, notwithstanding the fact that they have already been authorized by the Central Bank of the Philippines under Circular No. 855, dated March 5, 1982 as amended by Circular No. 871 issued April 26, 1982. Please note, however, that foreign banks, irrespective of whether they have established branch or representative offices in the Philippines, are exempt from complying with the P100,000.00 investment requirement prescribed in Section 126 of said law. cdlex Please be guided accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman