Mr. Antonio A. Mansueto

January 4, 1994 Mr. Antonio A. Mansueto Philippine Institute of Civil Engineers, Inc. Rm. 411 Data Bldg. Quezon Ave. Quezon City S i r : This refers to your letter of November 16, 1993 requesting opinion on the following matter. As stated, the DPWH allows corporations to prequalify for short-listing in Consultancy Services for foreign-assisted projects. For locally funded projects, only civil engineering partnerships are allowed to prequalify. In view of this, some corporations created civil engineering partnership firms retaining the name of their corporations. Your queries are: Is the duplication in the use of corporate/partnership names allowed by SEC? Can a juridical person have two personalities and use it whichever is convenient to prequalify? Can the partnership use the track record of the sister corporation in prequalifying considering that it has the same name. It has to be emphasized that the Commission do not permit engineers and architects to practice as a corporate entity. Personal qualifications for such professions cannot be possessed by a corporation, and in view of the distinct and separate personality of a corporation from the individual members/stockholders, it does not have the power to do an act requiring a license which only the individual members/stockholders can obtain. Thus, the practice of Civil Engineering or Architecture cannot be registered as a corporation upon the premise that the practice thereto must be based on individual personal qualifications. The Commission, however, allows engineers or architects to form and register as partnership, in which case, it is the individual engineer or architect and not the partnership firm, who engages the practice of engineering or architecture and is responsible for his own acts as such. On the issue of similar or identical corporate and partnership names, the pertinent provision of the Corporation Code provides: "SECTION 18. Corporate Name . 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. ...(Emphasis supplied)" Corollary thereto, the "SEC Guidelines in the Approval of Corporate Names and Partnership Names" provide: "xxx xxx xxx b. The name must not tend to mislead or confuse the public ;... c. The name should not be similar to one already used by another corporation or partnership. ..." The foregoing provision establishes the general rule that no identical, the same or confusingly similar corporate and partnership names shall be allowed. Said provision seeks to avoid a situation wherein any corporation or partnership could adopt at its pleasure the name of another entity resulting in confusion thereby opening the door to fraud and difficulty in identifying corporations /partnerships. Thus, if there is already an existing corporation or partnership bearing the same name, the Commission, pursuant to the above provisions and having due notice of such prior registration, shall refuse the registration of any other corporation or partnership bearing similar or the same name. Relative to your second and third queries, while a group of persons may be allowed to put up several corporations and/or partnerships, they shall be registered under different names and each corporation or partnership shall have a personality separate and distinct from that of the others .Hence, your last two queries are answered in the negative. Formal complaints on the use of corporate or partnership names may be filed with the Securities Investigation and Clearing Department of this Commission pursuant to P.D. 902-A, as amended, and SEC Rules and Procedure . cdlex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman