Canlubang Automotive Resources Corporation

January 17, 1985 Canlubang Automotive Resources Corporation P. O. Box 4592 Manila Attention : Atty . P . L . Agsabay, Legal Counsel Gentlemen: This refers to your letter dated January 10, 1985, requesting the opinion of this Commission on the query posed therein. cdlex Section 23 of the Corporation Code of the Philippines provides in part: ". . . A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines." Your query is whether aliens departing from any place outside the Philippines who are admissible and who qualify within the categories provided for in Section 9(d) and (g) of C.A. 613, as amended, otherwise known as "An Act to Control and Regulate the Immigration of Aliens into the Philippines", and may thus be admitted as non-immigrants, be considered s "residents" of the Philippines within the context of Section 23 of the Corporation Code. Anent thereto, please be informed that the term "resident" or "residence" as used in corporate statutes requiring one or certain number of directors to be residents of the state, " is equivalent to domicile, the pertinent elements of which are physical presence in the state and an intention to remain therein .(2 Fletcher, Cyc. Corp.,1969 Rev. Vol.,sec. 307 at 97. Emphasis supplied) The term "resident" imports more than a temporary stay in a place for the performance of a single piece or job of work, especially where the workman at the same time has a home and permanent place of abode in another place. It is therefore difficult to define in precise language what constitutes a residence or what makes one a resident of a place. Much depends upon the circumstances then surrounding the person, upon the character of the work to be performed, upon whether he has a family or a home in another place, and largely upon his present intention. (37 Words and Phrases, at 404). Suffice it therefor to state that for as long as the aliens who are non-immigrant visa holders under Section 9, paragraphs (d) and (g), of CA 613 possess the essential elements of physical presence in the Philippines and an intention to remain therein, they may be considered as residents of the Philippines within the purview of Section 23 of the Corporation Code. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman