Mr. Alfonso Tantoco, Jr.

May 25, 1982 Mr. Alfonso Tantoco, Jr. 804 Ermita Center Bldg. Roxas Blvd.,Manila Dear Mr. Tantoco: This refers to your letter dated April 23, 1982 requesting opinion of this Commission on the queries posed therein: 1. Does a foreign registered partnership have to register with the SEC and be likewise subjected to the provisions of Section 126 and 148? cdll 2. If these foreign companies were hired by the Philippine Government to render Professional Engineering Consultancy for some pilot projects, would you still consider these foreign firms as doing business in our country? In answer to your first query, please note that Section 123 of the Corporation Code of the Philippines specifically states that: SECTION 123. Definition and rights of foreign corporations . For the purpose of this Code, a foreign corporation is one formed, organized and existing under any laws other than those of the Philippines, and whose laws allow Filipino citizens and corporations to do business in its own country or state. It shall have the right to transact business in the Philippines after it shall have obtained a license to transact business in this country in accordance with the Code and a certificate of authority from the appropriate government agency. Accordingly, Section 1(a) of the Implementing Rules defines a foreign corporation to refer only to corporate bodies, to wit: a. Foreign corporation shall mean a corporation which is formed, organized or existing under laws other than those of the Philippines and whose laws allow Filipino citizens and corporations to do business in its own country or state. It is therefore clear that the law does not cover foreign partnerships. With respect to your second query, the Commission saw fit to except/exempt some foreign corporations from the licensing requirements of the law to promote equity, justice and national interest: SECTION 7. Foreign Corporations Exempted from the Licensing Requirements . Foreign Corporations may be exempted from the licensing requirements prescribed in these rules by filing with the Securities and Exchange Commission a written application stating any of the following circumstances: xxx xxx xxx 5. Such other acts or limited undertakings as this Commission may, from time, determine. This commission will therefore determine on a case to case basis whether a particular act or limited undertaking of a foreign corporation constitutes an act of doing or transacting business in the Philippines. In view thereof, we cannot give a categorical answer to your second query unless your client shall have filed the necessary application with this commission. Please be advised accordingly. LexLib Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner