Mr. Jose L. Gonzales

November 21, 2002 SEC OPINION NO. 12-02 Mr. Jose L. Gonzales Senior Citizens of Barangay Socorro Brgy. Socorro Hall, 15th Avenue, cor. Boni Avenue, Quezon City Dear Sir : This refers to your letter dated September 2, 2002 inquiring whether or not a foreign citizen can become a) a member or b) an officer of a non-stock corporation. Please be advised that the Commission has consistently ruled on several occasions that in firms engaged in wholly or partially nationalized activities, aliens are banned from being appointed to management positions as president, vice-president, treasurer, auditor, etc. of said companies. (DOJ Opinion No. 37, series of 1976). In situations a) and b),the Commission answers in the affirmative. Save for the position of the Secretary, who must be a Filipino citizen and a resident of the Philippines, the prohibition on foreign citizens becoming officers in corporations engaged in business does not apply to the instant case for the simple reason that the activities of a non-stock corporation do not fall within the coverage of a nationalized industry or area of business, which is reserved by law exclusively to Filipino citizens. It is of primary importance to note that the purposes enumerated under Section 88 of the Corporation Code for which a non-stock corporation may be organized do not partake of the nature of a nationalized business activity which would disqualify an alien from holding management positions, save for the position of the Corporate Secretary, who must be both a citizen and a resident of the Philippines. We trust that the above explanation satisfies your query. aCIHAD Very truly yours, (SGD.) VERNETTE UMALI-PACO General Counsel