Ber-Vel Construction Co., Inc.

March 27, 1984 Ber-Vel Construction Co.,Inc. 9 C. Santos Street Barangay Ugong Pasig, Metro Manila Sir : This refers to your letter of March 8th requesting for a certification from this office to the effect that the corporation, BER-VEL CONSTRUCTION CO., INC., is not a close corporation, as that term is understood under the provisions of the Corporation Code (BP 68). A close corporation, as defined in Section 96 of the said Code, is "one whose articles of incorporation provide that: (1) All the corporation's issued stock of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding twenty (20); (2) All the issued stock of all classes shall be subject to one or more specified restrictions on transfer permitted by this Title; and (3) The corporation shall not list in any stock exchange or make any public offering of any of its stock of any class." Notwithstanding the foregoing, a corporation shall not be deemed a close corporation when at least 2/3 of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation within the meaning of this Code. A perusal of the articles of incorporation of BER-VEL CONSTRUCTION CO., INC. disclose that not all of the above-mentioned requisites for a close corporation are present. The corporation is therefore, considered an ordinary stock corporation and not a close corporation as contemplated and defined in the Corporation Code of the Philippines. Please be guided accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman