Engr. Yolanda R. Princesa

August 22, 2000 ENGR. YOLANDA R. PRINCESA Suit 306 JR Building 1520 Quezon Avenue Quezon City M a d a m : This refers to your letter dated August 8, 2000 posing certain queries regarding your allegation of certain violations of your contact with a certain foreign company doing business in the Philippines. CTcSIA For purposes of information only, the following are imparted. Regarding the duties and responsibilities of a " resident agent " of a foreign corporation doing business in the Philippines, the pertinent provisions of the Corporation Code provide: "SECTION 128. Resident agent; service of process . The Securities and Exchange Commission shall require as a condition precedent to the issuance of the license to transact business in the Philippines by any foreign corporation that such corporation file with the Securities and Exchange Commission a written power of attorney designating some persons who must be a resident of the Philippines, on whom any summons and other legal processes 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. Any such foreign corporation shall likewise execute and file with the Securities and Exchange Commission an agreement or stipulation, executed by the proper authorities of said corporation, in form and substance 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 Philippine, 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 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 force and effect as if made upon the duly-authorized officers of the corporation at its home office." Whenever such service of summons or other process shall be made upon the Securities and Exchange Commission, the Commission shall within ten (10) days thereafter, transmit by mail a copy of such summons or other legal process to the corporation at its home or principal office. The sending of such copy by the Commission shall be necessary part of and such service shall be paid in advance by the party at whose instance the service is made. In case of a change of address of the resident agent, it shall be his of its duty to immediately notify in writing the Securities and Exchange Commission of the new address." (Emphasis supplied) It is explicit from the above provision that the function of a "resident agent" is to receive summons or legal processes and documents that may be served in all actions or other legal proceedings against the foreign corporation. The appointment of a resident agent of a foreign company is revocable at any time at the instance of the corporation. (SEC opinion dated September 4, 1990 addressed to Mr. Don Mandell) In case of replacement of a resident agent, the SEC requires the submission of a duly authenticated copy of the board resolution or certification from the duly authorized officer of the company formally revoking the appointment as resident agent, accompanied by a duly authenticated written power of attorney designating the substitute or new resident agent. (Ibid) STcADa As to the other terms in your contract with the company involving matters other than your appointment as a resident agent, the same are subject to the provisions of the law on contracts under the Civil Code and any controversy pertaining thereto may be settled in the regular court. Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department