Mr. Gregorio R. Puruganan

July 16, 1982 Mr. Gregorio R. Puruganan Puruganan, Ongkiko and Sandoval 7th Flr.,Kalaw-Ledesma Condominium 177 Gamboa St.,Legaspi Village Makati, Metro Manila Sir : This refers to your letter dated July 7, 1982 relative to your client's desire to open a branch office in the Philippines, posing the following queries: (1) Whether there is an agreement entered into between the Philippines and Hongkong providing for reciprocity in the licensing of corporations organized under the laws of either place to do business in the other. It is suggested that you refer this matter to the Ministry of Foreign Affairs, as said Office is in a better position to answer said query. (2) Whether a corporation organized under the laws of Hongkong can be issued a license to do business in the Philippines pursuant to the Corporation Code upon compliance with the provisions thereof. As long as the requirements prescribed by Section 125 of the Corporation Code and the rules in this case made and provided are duly complied with, the Securities and Exchange Commission shall issue the necessary license to the applicant company. (3) Whether it would be possible for the same corporation to open a branch in the Philippines under any other law and the requirements therefore. It shall have the right to transact business in the Philippines only after it shall have obtained a license to transact business in this country in accordance with the Corporation Code of the Philippines and certificate of authority from the appropriate government agency .Before a foreign corporation can be allowed to do business in the Philippines, it must secure a license from the Securities and Exchange Commission, by filing an application therefore, which must be under oath, and specifically setting forth the following: 1. The date and term of incorporation; 2. The address, including the street number, of the principal office of the corporation in the country or state of incorporation. 3. The name and address of its resident agent authorized to accept summons and process in all legal proceedings, and pending the establishment of a local office, all notices affecting the corporation. 4. The place in the Philippines where the corporation intends to operate. 5. The specific purpose or purposes of the corporation which it intends to pursue in the transaction of its business in the Philippines; Provided, that said purposes or purposes are those specifically stated in the certificate of authority issued of the corporation. cdlex 6. The names and addresses of the present directors and officers of the corporation. 7. A statement of its authorized capital stock and the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series if any. 8. A statement of its outstanding capital stock and the aggregate number of shares which the corporation has issued, itemized by classes, par value of shares, shares without par value and series, if any, and 9. A statement of the amount actually paid in. This application shall be accompanied by the following documents in triplicate: 1. Certified copy of the resolution of the Board of Directors of the corporation, authorizing the establishment of a branch office or representative office in the Philippines. 2. A certificate of reciprocity under oath by the authorized officer(s) of the jurisdiction of its incorporation, attesting to the fact that the laws of the country or state of the applicant allow Filipino citizens and corporations to do business therein, and that the applicant is an existing corporation in good standing. If such certificate is in a foreign language, a translation thereof in English under oath of the translator shall be attached thereto. 3. A written power of attorney designating some person who must be a resident of the Philippines or a domestic corporation on whom any summons and other legal proceedings may be served in all actions or other legal proceedings against such corporation, and consenting that service upon such resident agent shall be admitted and held as valid as if served upon the duly authorized officers of the foreign corporation at its home office. 4. An agreement or stipulation executed by a duly authorized officer of the foreign corporation, which reads substantially as follows: "The ________________________________(name of foreign corporation),does hereby stipulate and agree, in consideration of its being granted by the Securities and Exchange Commission a license to transact business in the Philippines, that if at any time said corporation shall cease to transact business in the Philippines, or shall be without any resident agent in the Philippines on whom any summons or other legal processes may be served, then in any action or proceeding arising out of any business or transaction which occurred in the Philippines, service of any summons or other legal process may be made upon the Securities and Exchange Commission and that such service shall have the same face and effect as if made upon the duly authorized officers of the corporation at its home office". llcd 5. A statement under oath by the president or any duly authorized officer of the corporation to the effect that such corporation is solvent and in sound financial standing. 6. Financial Statements (Balance Sheet and related Statement of Income and Expense) of applicant as of a date not exceeding one year from the date of filing the application duly certified by an independent Certified Public Accountant of the country where the applicant is based and authenticated before the Philippine Consulate or Embassy. 7. Copy of the articles of incorporation and by-laws, their amendments, if any, certified in accordance with law and their translations to an official language of the Philippines if it is in a foreign language. 8. Certificate of Authority from the Board of Investments. However, in case of foreign banking corporations, a Certificate of Authority from the Monetary Board of the Central Bank of the Philippines; if a foreign insurance corporation, a Certificate of Authority from the Office of the Insurance Commission and for other special corporation, by the agency concerned that the substantive economic requirements are duly complied with. (4) Whether the opening of such branch office in the Philippines is subject to the approval of either or both the BOI and the SEC. Under Article 69 of the Omnibus Investments Code, no foreign corporation shall do business or engage in any economic activity in the Philippines, or be registered, licensed or permitted by the Securities and Exchange Commission or any other bureau, office, agency, political subdivision or instrumentality of the government, to do business or engage in any economic activity in the Philippines, without first securing a written certificate of authority from the Board of Investment. Thus, the opening of branch office in the Philippines requires the approval of both the BOI and the SEC. Please be advised accordingly. llcd Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner