Mr. Jonathan N. McKinnon

October 24, 1983 Mr. Jonathan N. McKinnon 6224 Deveron Dr. Charlotte, N.C. 28211 U.S.A. Sir : This has reference to your letter dated September 8, 1983, requesting for information on the applicable laws and regulations on how to put up an "overnight small package delivery service" in the Manila Metropolex area. cdll In connection therewith, we are attaching herewith a list of the basic requirements for the registration of a stock corporation as well as for partnership for your information and guidance. The following requirements shall likewise be observed and followed: Where the investment by foreign nationals does not exceed 30% of the subscribed capital stock, the applicant shall comply with the following: 1. Submit proof of foreign exchange remittance if foreign currency will be remitted. 2. Subscription of non-resident alien should be fully paid unless one of the resident stockholders assumes the unpaid subscription of non-resident alien subscriber. 3. Submit proof of the financial capability of the Filipino incorporators/stockholders to invest the amount required. 4. BOI form 504 duly accomplished. If the investment by non-Philippine nationals is in excess of 30% of the outstanding capital stock, prior authority from the Board of Investments (BOI) shall be secured. The requirements above-mentioned except No. 4 shall likewise be submitted. The same procedure shall likewise be followed in cases of partnership. Attached herewith is a xeroxed copy of the Memorandum of Agreement between the Securities and Exchange Commission (SEC) and the Board of Investments (BOI) dated November 2, 1978 relative to the foregoing requirements. Incidentally, the following must be paid to the Commission: Articles of Incorporation 1/10 of 1% of the authorized capital stock. Miscellaneous fees: SEC Bulletin P10.00 Publication of Assets and Liabilities 50.00 Legal Research fee 1% of the filing fee As regards foreign corporations, the same may be allowed to engage in business in the Philippines by securing a license from the Securities and Exchange Commission. Attached herewith is a list of requirements and an application form for the establishment of a branch office of a foreign corporation. Likewise, the amount equal to 1% of the actual inward remittance of the branch of a foreign corporation as approved by the Board of Investments, but not less than P100.00 nor more than P50,000.00 in postal money order payable to the Commission shall be remitted to cover the examination and filing fee thereof. For further particulars, you may communicate with the Board of Investments (BOI), with business address at Buendia Avenue, Makati, Metro Manila, the government agency charged with the implementation of P.D. 1789, (the Omnibus Investments Code), the law regulating the entry of foreign investments in the Philippines. Likewise, the following agencies should be contacted by foreign investors: 1. Central Bank of the Philippines (on restrictions on remittances of earnings and procedures for repatriation of foreign investments) 2. Bureau of Internal Revenue (For purposes of tax incentives of foreign investors) Please be guided accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman