Mr. Mariano M. Cabrera
SEC Opinion • Securities and Exchange Commission • Opinions • Aug 22, 1985
Full text
August 22, 1985 Mr. Mariano M. Cabrera 16 Apollo 11, Moonwalk Subd. Las Pias, Metro Manila Sir : This relates to your letter dated July 24, 1985, inquiring whether a foreign corporation authorized by the Board of Investments to establish a branch office in the Philippines to undertake architectural, engineering designs, documentation and field investigation to be conducted exclusively within U.S. bases and installations in the Philippines would still be required to secure a license from the Securities and Exchange Commission. LibLex Under the Exchange of Notes constituting an Agreement between the Republic of the Philippines and the United States of America amending the Military Bases Agreement of 1947, dated January 1979, it is specifically provided that the Military bases are extensions of Philippine sovereignty .The text of said Exchanges of Notes provides as follows: "1. The bases subject of the agreement are Philippine Military bases over which Philippine sovereignty extends;" Such being the case, Philippine laws are applicable in the U.S. Military bases. In connection with your query, hereunder are the pertinent provisions of the Corporation Code of the Philippines: "SECTION 123. Definition of foreign corporations . 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 to transact business in this country in accordance with this Code and a certificate of authority from the appropriate government agency." (emphasis supplied) A foreign corporation therefore shall have the right to transact business in the U.S. Military Bases in the Philippines only after it shall have obtained a license from the Securities and Exchange Commission. Please be advised accordingly. cdll Very truly yours, (SGD.) MANUEL G. ABELLO Chairman
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