Atty. Teofilo T. Santos

May 24, 1988 Atty. Teofilo T. Santos Asst. Vice President Land Bank of the Philippines 6th Flr.,BF Condominium, Intramuros, Metro Manila Sir : Facts on record show that CARE is a non-profit, non-sectarian foreign corporation, incorporated under the laws of the District of Columbia, United States of America, which has been implementing development and relief activities in the Philippines pursuant to an Agreement Between the Government of the Philippines represented by the then Secretary of Education and the Cooperative for American Relief Everywhere, Inc. executed on August 1, 1963. It further appears that there is a proposed Memorandum of Agreement between the Land Bank of the Philippines and Cooperative for American Relief Everywhere, Inc. (CARE) for the purpose of delivering credit extension and technical assistance to small farmers and businessmen in the countryside through non-governmental organizations (NGOS). Based on the foregoing facts, you posed the following queries: 1. Whether CARE is covered by the provision of Sec. 123 of the Corporation Code of the Philippines and as such whether it is required to register with your office before transacting business in the Philippines? 2. Can CARE validly enter into an agreement with LBP on the basis of the attached Memorandum of Agreement? Anent your first query, please be informed that Section 123 of the Corporation Code required all foreign corporations, stock or non-stock, to secure the necessary license before it can be allowed to transact business in this country. The pertinent provision provides thus: SECTION 123. Definition and rights of foreign corporation . For the purposes of this Code, a foreign corporation is one formed, organized or 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 in this country in accordance with this Code and a certificate of authority from the appropriate government agency. (Emphasis supplied). Accordingly, CARE should apply for a license as a non-stock foreign corporation, with this office, before it can carry out its purposes and objectives in this country. In relation to the purpose of delivering credit extension and technical assistance to small farmers and businessmen in the country through non-governmental organizations as embodied in the proposed Memorandum of Agreement between LBP and CARE, it is suggested that you communicate with the Agricultural Credit Administration, Taft Avenue, Manila, for further information and guidance. Relative to your second query, the commission refrains from rendering its opinion thereon considering that it pertains to an interpretation of an Agreement involving the Government of the Philippine which function is beyond the jurisdiction of the Commission. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner