Attys. Rolando V. Medalla

August 6, 1998 Attys. Rolando V. Medalla & Angel M. Salita, Jr. Sycip Salazar Hernandez & Gatmaitan Sycip Law - All Asia Capital Center 105 Paseo de Roxas City of Makati Gentlemen: This refers to your letter dated July 21, 1998 requesting opinion on whether or not a "foreign corporation",which will invest as a " limited partner " in a Philippine limited partnership, is required to obtain a license to transact business in the Philippines. cdll It is your position that such foreign investor will not be doing business in the Philippines as it will not take part in the management of the partnership. You also believe that its investment in the partnership is similar to that of an investment of a foreign stockholder in a Philippine domestic corporation, which under the Foreign Investments Act of 1991 shall not be deemed "doing business" in the Philippines, and hence, does not need to obtain a license to do business in the Philippines. Please be advised that we are inclined to adopt your opinion on the matter, subject however to the following conditions : (1) The entry of the foreign corporation in the partnership is merely for investment purposes; (2) In no case shall it take part in the management and control of the business operation of the partnership; and (3) The investment is allowed by, and complies with the Foreign Investments Act of 1991. Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner