Agcaoili & Associates

May 21, 1987 Agcaoili & Associates c/o Atty. Antonio V. Agcaoili 18th Flr.,Citibank Center Paseo de Roxas, Makati, MM Gentlemen: This refers to your letter dated January 14, 1987 inquiring on whether or not your client, a foreign bank will be deemed "doing business in the Philippines",if it shall have a representative sitting as a member of the Board of Directors in a local company in whose favor it will extend certain banking and credit facilities. cdll Anent thereto, please find attached herewith xerox copies of the letters of the Board of Investments and Central Bank dated February 10, 1987 and May 4, 1987, respectively, embodying their stand on the matter. Your attention, however, is invited on the provisions of the Corporation Code which provides: "SECTION 23. The Board of Directors or trustees . ... Every director must own at least one (1) share of the capital stock of the corporation of which he is a director ,which share shall stand in his name on the books of the corporation." (emphasis supplied) xxx xxx xxx Likewise, Presidential Decree No. 715 (amending Commonwealth Act No. 108, as amended, otherwise known as "The Anti-Dummy Law"), provides in part: "SECTION 1. Section 2-A of Commonwealth Act No. 108, as amended, is hereby further amended to read as follows: "SECTION 2-A ...;and Provided, finally, that the election of aliens as members of the Board of Directors of governing body of the corporation or association engaging in partially nationalized activities shall be allowed in proportion to their allowable participation or share in the capital of such entities." (emphasis supplied) Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner