Greymar's, Inc.

July 17, 1987 Greymar's, Inc. 9 Kanlaon St., Sta. Mesa Heights Quezon City Sir/Madam : This has reference to your letter, dated July 17, 1987, requesting the opinion of this Commission as to whether or not Greymar's, Inc. is authorized to buy real property. Apropos thereto, please be informed that there is a class of corporation organized to handle real estate. They are chartered for the purpose of buying, selling and dealing in such property as a business, and their power in this respect is very extensive, unlimited, in fact, except insofar as there may be express restrictions. Having the right to acquire title to real property, they may hold such property after buying or procuring it at least until such time as an advantageous or satisfactory sale can be made. (6A Fletcher Cyc. Corp., 1981 rev. vol., sec. 2804, citing numerous cases). A perusal of the records of Greymar's, Inc. on file in this Commission, shows that Greymar's, Inc. is authorized under its charter to engage primarily in real estate business. In view thereof, our answer to your query is in the affirmative. However, it appears from our record that the Filipino-foreign equity in Greymar's, Inc. corresponds to 60-40%. In this connection, your attention is invited to the last paragraph of Article 67 which reads thus: "Article 67. Permitted Investments . xxx xxx xxx 2. Within thirty (30) days after notice of the investment is received by it, the enterprise in which any investment is made by a non-Philippine national shall register the same with the Board of Investments for purposes of record. Investments made in the form of foreign exchange or other assets actually transferred to the Philippines shall also be registered with the Central Bank. The Board shall assess and appraise the value of such assets other than foreign exchange." Furthermore, your General Information Sheet as of December 1986 shows that of your five (5) directors, three (3) are citizens of the United States. In this connection, your attention is invited to P.D. No. 715 amending the Anti-Dummy Law, which provides under Section 1 thereof as follows: ". . . that the election of aliens as members of the Board Directors of governing body of corporations or associations engaging in partially nationalized activity shall be allowed in proportion to their allowable participation or share in the capital of such entities ." Considering the proportion of the Filipino-foreign company, it is advised that you are allowed only two (2) directors of foreign nationality in the Board. Hence, you are directed to comply, with the above quoted provision of P.D. No. 715. cdlex Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner