Re : Appointment of Resident Agent

February 24, 2004 SEC OPINION NO. 11-04 Re : Appointment of Resident Agent Totes Isotoner International Inc. Unit No. 3206 Antel Global Corporate Center Julia Vargas Avenue, Ortigas Center Pasig City Attention: Ms. Marina Pinlac Gentlemen : This refers to your letter dated February 12, 2004 requesting opinion as to whether the appointment of a resident agent is a requisite in the operation of a representative office. Sections 128 and 134 of the Corporation Code provide: "Sec. 128. Resident Agent; service of process. The Securities and Exchange Commission shall require as a condition precedent to the issuance of a 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 person 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. ..." "Sec. 134. Revocation of License . Without prejudice to other grounds provided by special laws, the license of a foreign corporation to transact business in the Philippines may be revoked or suspended by the Securities and Exchange Commission upon any of the following grounds: 1. ... 2. Failure to appoint and maintain a resident agent in the Philippines as required by this Title; xxx xxx xxx" It is clear from the aforequoted provisions of law that the appointment and maintenance of a resident agent during the entire operations of the foreign corporation in the Philippines are mandatory requirements under the law. Otherwise, the license of the foreign corporation may be subject to revocation proceedings if it fails to comply with such mandate. CHTcSE Very truly yours, (SGD.) VERNETTE UMALI-PACO General Counsel