First Metro Manila Rent A Car

June 1, 1983 First Metro Manila Rent A Car c/o Mariline G. Ongkingco Ground Floor Arcade Century Park Sheraton Hotel Vito Cruz St., Manila Gentlemen: This refers to your letter dated May 12, 1983, which was referred to this Commission by the Bureau of Domestic Trade, seeking advice as to whether it is possible to incorporate First Metro Manila Rent A Car (FMMRAC), a single proprietorship, as a division of Ola Container Leasing and Shipping Agency, Inc. (OLA), a newly organized corporation, to perform the latter's secondary purpose of car rental business and if allowable, the procedure to be followed; its effect on the registration of their business names registered with the Bureau of Domestic Trade; and whether the proposed division will acquire a distinct and separate juridical personality from the corporation. cdlex Please be informed that this Office will interpose no objection to the above-mentioned proposed set-up, provided the following requirements are complied with: 1. Deed of assignment of the assets and liabilities executed by the owner of the single proprietorship in favor of the corporation; 2. Financial statement duly certified by an independent Certified Public Accountant as of the latest date possible but not earlier than the conversion date agreed upon by the parties; 3. Written consent of creditors; 4. If the consideration for said transfer is the issuance of the corresponding number of shares of OLA in favor of the owner of FMMRAC, it is advised that OLA submits the following requirements: a) Letter requesting exemption from the registration requirements of the Revised Securities Act for the issuance of specific number of shares out of its unissued capital stock, stating therein the name of the prospective purchaser, the issue value thereof and nature of payment therefor; b) Resolution of the Board of Directors authorizing the issuance of shares from the unissued portion of the capital stock; LibLex c) List of stockholders of record as of the date of meeting of the Board of Directors approving the issuance of shares in favor of the owner of the single proprietorship business; d) Certificate of waiver of pre-emptive right of stockholders. Considering that the business names of both entities are registered with the Bureau of Domestic Trade, said Office should be accordingly informed of the new set-up. As to whether the new division will acquire a distinct and separate juridical personality from the corporation, please be advised that unless the proposed division is incorporated as a separate corporation, the same shall remain as a division and is considered part of OLA Container Leasing & Shipping Agency, Inc. (OLA). As such, it is subject to the administration and management of the Board of Directors of that corporation. We hope we have given you the desired information. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner