Angara Abello Concepcion

February 15, 1988 Angara Abello Concepcion Regala & Cruz Law Offices 5th Flr., ACCRA Building 122 Gamboa St., Legaspi Vill. 1200 Makati, Metro Manila Attention : Armando Q . Ongsioco Gentlemen : This has reference to your letter dated February 8, 1988 requesting confirmation that Ayer Production Pty. Ltd., is not required to acquire a license from the Securities and Exchange Commission under the Corporation Code of the Philippines. cdll Pursuant to Section 123 of the Corporation Code, a foreign corporation 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 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 appropriate government agency. Corollary thereto, the phrase "doing business" has been defined under Article 44 of the Omnibus Investments Code of 1987 to include the following acts: "soliciting orders, purchases, service contracts, opening offices, whether called 'liaison' offices or branches, appointing representatives or distributors who are domiciled in the Philippines or who in any calendar year stay in the Philippines for a period or periods totalling one hundred eighty (180) days or more participating in the management, supervision or control of any domestic business firm, entity or corporation in the Philippines, and any other act or acts that imply a continuity of commercial dealings or arrangements and contemplate to that extent the performance of acts or works, or the exercise of some of the functions normally incident to, and in progressive prosecution of commercial gains or the purpose and object of the business organization." As manifested in your letter, your client, Ayer Production Pty. Ltd., merely intends to undertake one project in the Philippines which is the production of a television docu-drama in the Philippines for commercial purposes. In this connection, there is a unanimity of authorities to the effect that "where the corporation enters into a single agreement, or engages in some isolated business act or transaction within a particular state, with no intention to repeat the same or make such state a basis for the conduct of any part of its corporate business, such corporation cannot be said to be doing business or transacting business within the state, within the meaning of the usual statutory provisions regulating the transaction of business by foreign corporations." (17 Fletcher, Cyc. Corp., 1977, rev. vol., sec. 8469 at 517). prcd In view thereof, since your client will only be undertaking one project in the Philippines, we concur with the opinion of the Board of Investments. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman