Atty. Jose A. Bañez
SEC Opinion • Securities and Exchange Commission • Opinions • Oct 16, 1981
Full text
October 16, 1981 Atty. Jose A. Baez Jesus E. Mendoza and Associates Mendoza Bldg., Municipal Site Valenzuela, Metro-Manila Sir : This has reference to your letter of April 13, 1981 requesting our opinion relative to a Japanese entity's interest in subscribing to your client's preferred shares which are non-voting and non-convertible. Your client will lose its character of being one hundred percent (100%) Filipino-owned if said Japanese entity is allowed to subscribe to its preferred shares. The issuance of shares to an alien will reduce the ownership of Filipino citizens to less than the required percentage based on the outstanding capital stock of the corporation, regardless of the fact that said shares are non-voting and non-convertible. Please be advised that under the Retail Trade Nationalization Law (R.A. 1180), "No corporation the capital of which is not wholly owned by citizens of the Philippines shall engage directly or indirectly in the retail business." Please be guided accordingly. llcd Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner
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