Heilbronn Marketing Corporation

September 2, 1987 Heilbronn Marketing Corporation 2nd Flr., Doa Guadalupe Bldg. 7462 Bagtikan ST., Makati, MM Attention : Ms . Gloria B . Eusebio Corporate Secretary Madam : This has reference to your letter dated August 18, 1987, requesting for the opinion of this Commission on the query posed therein. You allege that you are 100% Filipino corporation engaged in real estate and realty dealership. cdlex You wish to inquire whether your corporation can elect an alien director who is the President of a Filipino-American corporation which is a holder of 33% of the stocks of your corporation, which is in conflict with your previous allegation. An examination of your amended articles of incorporation on file with this Commission, however, shows that contrary to your allegation, the primary purpose of your corporation is "to engage in the business of buying and selling at retail machineries, equipment, goods, merchandise and services of all kinds and nature, as well as the business of manufacturers; manufacturers' agents, importers, exporters, and distributors of general merchandise." Relative thereto, Sec. 1 of Republic Act No. 1180, as amended by Presidential Decree No. 714, "An Act to Regulate the Retail Business" provides, thus: "SECTION 1. No person who is not a citizen of the Philippines, and no association, partnership, or corporation the capital of which is not wholly-owned by citizens of the Philippines , shall engage directly or indirectly in the retail business . . . ." (Emphasis supplied) From the foregoing provision, it is clear that aliens cannot engage in the retail business the same being a wholly nationalized activity. Considering the same, our answer in your query, is, therefore in the negative. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman