Atty. Daisy L. Parker

January 24, 1996 Atty. Daisy L. Parker DaoHeng Bank 146 Valero St.,Salcedo Village, Makati City Madam : This refers to your letter dated January 24, 1996 requesting confirmation that is no need to amend the Articles of Incorporation of a corporation in case there is a change in the composition of its Board of Directors. LibLex While a corporation has the power to amend its Articles of Incorporation, the portion in the Articles of Incorporation stating the names of the " incorporating directors " cannot be amended by substituting their names with the newly elected directors for the reason that such portion states an established fact that the "incorporating directors" are the first directors of the corporation. However, any change in the composition of the Board of Directors is requires to be reported to the SEC. The Corporation Code provides: "SECTION 26. Report of election of directors, trustees and officers . Within thirty (30) days after the election of the directors, trustees and officers of the corporation, the secretary, or any other officers of the corporation, shall submit to the Securities and Exchange Commission, the names, nationalities, and residences of the directors, trustees and officers elected .Should a director, trustee or officer die, resign or in any manner cease to hold office, his heirs in case of death, the secretary, or any other officers of the corporation, or the director, trustee or officer himself, shall immediately report such fact to the Securities and Exchange Commission." (Emphasis Supplied) Thus, instead of amending the Articles of Incorporation, the Commission pursuant to the above provision, merely requires the submission of the General Information Sheet of the corporation stating, among others, the name of the new directors elected during annual meeting of the corporation, and should a director, in any manner, cease to be a director before the end of his term of office, such fact shall be reported immediately to the Commission. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner