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Requirements:
a. Submit to the SEC a copy of its Articles of
Incorporation and by-laws, certified in accordance
with law, and translated to Philippine official
language if necessary.
b. Application
following:
made
under
oath
containing
the
where
corporation
and
b.
To illustrate:
X Corp. is owned by 40% of Foreing nationals and
60% owned by Y Corp., a domestic corporation.
Y Corp is 60% owned by Filipinos while 40% owned
by foreign nationals.
Calculations:
Foreign Equity in X Corp= 40% owned by foreign
nationals + 24% (40% in Y Corp. * 60% in Y Corp.)
Foreign Equity in X Corp= 64%.
Thus, if grandfather rule applied, X Corp., will not
be deemed a Philippine National because it takes
into account the direct and indirect foreign equity
of foreigners.
SEC has done away with the stricter grandfather rule, and
has applied the control test in line with the state policy to
adopt a liberal interpretation or construction of our laws
aimed at encouraging foreign investment (SEC Opinion,
Oct. 14, 1991).
finance
and
advisory
services,
x. Data
and
processing
and
communication;
10.
i.
ii.
Opening offices,
branches;
whether
called
liaison
offices
or
12.
AMENDMENTS OF THE ARTICLES OF INCORPORATION AND BYLAWS (Sec. 130):
a. Effectivity: may become effective even before they are filed with SEC,
and in proper cases, with the appropriate government agency.
b. Limitation: Cannot enlarge or alter the purpose/s for which it is
authorized to transact business in the Philippines.
i. Must first obtain an amended license showing additional
purposes, otherwise its license shall be revoked by SEC, except
incidental or isolated transactions.
13.
14.
15.
Exception:
a.
CONTRACTS
OF
UNLICENSED
FOREIGN
a. There are many views, but the most reasonable among it, is that the
contract is enforceable upon compliance with the law. When there is a
violation of any of the prohibitions under Sec. 144, with no express or
implied declaration respecting the validity or enforceability of the
contracts made by qualified corporations, the contract is enforceable
upon compliance with law.
17.
A. Effects of Revocation:
a. Contracts entered into/before revocation are valid
b. Contracts entered after revocation are invalid and unenforceable
without prejudice to the rights of innocent parties.
i. (Note however, that its only effect is to simply remove the
legal standing to sue of the corporation. As such, the foreign
corporation cannot seek redress from the courts to enforce
such contracts. Innocent parties can though.
c. Can no longer transact business in the Philippines, and cannot
maintain any action, although it may be sued.
18.
A. Requirements:
a. All claims which have accrued in the Philippines have been paid,
compromised or settled;
b. All taxes, imposts, assessments, and penalties, if any, lawfully due
to the Philippine government or any of its agencies or political
subdivisions have been paid; and
c. The petition for withdrawal of license has been published once a
week for 3 consecutive weeks in a newspaper of general circulation
in the Philippines.