Atty. Arsenio G. Bonifacio II

June 8, 1982 Atty. Arsenio G. Bonifacio II Suite 106, Marietta Apartments 1200 J. Bocobo Street Ermita, Manila Sir : This refers to your letter-request dated June 3, 1982 seeking confirmatory opinion on the query posed therein, as propounded by a prospective investor in a Philippine corporation, which, for facility, we quote hereunder: "If a Philippine corporation intends to change its corporate structures, is it correct to assume that these changes would be lawful only if: cdlex a. Such changes are made in accordance with Philippine laws and the Rules and Regulations of the Securities and Exchange Commission; b. Such changes are made in accordance with the articles and by-laws of the corporation; c. The names of the new officers and members of the Board of Directors are duly registered and recorded with the Securities and Exchange Commission at the time the changes are made." Please be informed that we hereby confirm your opinion on the necessity of the presence of the aforecited conditions a, b, and c, before a Philippine corporation may change its corporate structure, for the following reasons: Section 16 of the new Corporation Code (B.P. Blg. 68) expressly provides, inter alia, that: xxx xxx xxx The amendments shall take effect upon its approval by the Securities and Exchange Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation. Furthermore, Section 48 of the same Code provides also that: xxx xxx xxx Whenever any amendment or new by-laws are adopted, such amendment or new by-laws shall be attached to the original by-laws in the office of the corporation, and a copy thereof, duly certified under oath by the corporate secretary and a majority of the directors or trustees shall be filed with the Securities and Exchange Commission, the same to be attached to the original articles of incorporation and original by-laws. The amended or new by-laws shall only be effective upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with this Code. Finally, the SEC rules and regulations require that all domestic corporations must submit (1) a General Information Sheet and (2) Minutes of the organizational meeting of the stockholders and directors to this Commission within thirty (30) days from the annual stockholders meeting. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner