Ang mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus, HSK sa Bansang SEC En Banc.

SEC En Banc. AK[IDKH-HSK]BP's motion for reconsideration was denied by

Pilipinas Inc. vs. Iglesia ng Dios kay Cristo Jesus, Haligi at Suhay ng the Court of Appeals on 16 February 1992. AK[IDKH-HSK]BP filed the
Katotohanan petition for review.
[GR 137592, 12 December 2001]
Issue:
Facts: The Iglesia ng Dios Kay Cristo Jesus, Haligi at Suhay ng Katotohanan 1. Whether the corporate names of AK[IDKH-HSK]BP and
(IDCJ-HSK; Church of God in Christ Jesus, the Pillar and Ground of Truth), is IDCH-HSK are confusingly similar.
a non-stock religious society or corporation registered in 1936. Sometime 2. Whether the generic word rule would apply to support
in 1976, one Eliseo Soriano and several other members of said corporation AK[IDKH-HSK]BP’s cause.
disassociated themselves from the latter and succeeded in registering on
30 March 1977 a new non-stock religious society or corporation, named
Held:
Iglesia ng Dios Kay Kristo Hesus, Haligi at Saligan ng Katotohanan (IDKJ-
HSK). On 16 July 1979, IDCJ-HSK filed with the SEC a petition to compel
1. The SEC has the authority to de-register at all times and under all
IDKJ-HSK to change its corporate name (SEC Case 1774). On 4 May 1988,
circumstances corporate names which in its estimation are likely to spawn
the SEC rendered judgment in favor of IDCJ-HSK, ordering IDKJ-HSK to
confusion. It is the duty of the SEC to prevent confusion in the use of
change its corporate name to another name that is not similar or identical
corporate names not only for the protection of the corporations involved
to any name already used by a corporation, partnership or association
but more so for the protection of the public. Section 18 of the Corporation
registered with the Commission. No appeal was taken from said decision.
Code provides that "No corporate name may be allowed by the Securities
and Exchange Commission if the proposed name is identical or deceptively
During the pendency of SEC Case 1774, Soriano, et al., caused the
or confusingly similar to that of any existing corporation or to any other
registration on 25 April 1980 of Ang Mga Kaanib sa Iglesia ng Dios Kay
name already protected by law or is patently deceptive, confusing or is
Kristo Hesus, H.S.K, sa Bansang Pilipinas (AK[IDKH-HSK]BP). The acronym
contrary to existing laws. When a change in the corporate name is
"H.S.K." stands for Haligi at Saligan ng Katotohanan. On 2 March 1994,
approved, the Commission shall issue an amended certificate of
IDCJ-HSK filed before the SEC a petition (SEC Case 03-94-4704), praying
incorporation under the amended name." Corollary thereto, the pertinent
that AK[IDKH-HSK]BP be compelled to change its corporate name and be
portion of the SEC Guidelines on Corporate Names states that "(d) If the
barred from using the same or similar name on the ground that the same
proposed name contains a word similar to a word already used as part of
causes confusion among their members as well as the public. KIDKH-HSK-
the firm name or style of a registered company, the proposed name must
BP filed a motion to dismiss on the ground of lack of cause of action. The
contain two other words different from the name of the company already
motion to dismiss was denied. Thereafter, for failure to file an answer,
registered; Parties organizing a corporation must choose a name at their
AK[IDKH-HSK]BP was declared in default and IDCJ-HSK was allowed to
peril; and the use of a name similar to one adopted by another
present its evidence ex parte. On 20 November 1995, the SEC rendered a
corporation, whether a business or a nonprofit organization, if misleading
decision ordering AK[IDKH-HSK]BP to change its corporate name. AK[IDKH-
or likely to injure in the exercise of its corporate functions, regardless of
HSK]BP appealed to the SEC En Banc (SEC-AC 539). In a decision dated 4
intent, may be prevented by the corporation having a prior right, by a suit
March 1996, the SEC En Banc affirmed the above decision, upon a finding
for injunction against the new corporation to prevent the use of the name.
that AK[IDKH-HSK]BP's corporate name was identical or confusingly or
Herein, the additional words "Ang Mga Kaanib " and "Sa Bansang Pilipinas,
deceptively similar to that of IDCJ-HSK's corporate name. AK[IDKH-HSK]BP
Inc." in AK[IDKH-HSK]BP's name are merely descriptive of and also
filed a petition for review with the Court of Appeals. On 7 October 1997,
referring to the members, or kaanib, of IDCH-HSK who are likewise residing
the Court of Appeals rendered the decision affirming the decision of the

1
in the Philippines. These words can hardly serve as an effective
differentiating medium necessary to avoid confusion or difficulty in
distinguishing AK[IDKH-HSK]BP from IDCH-HSK. This is especially so, since
both AK[IDKH-HSK]BP and IDCH-HSK are using the same acronym — H.S.K.;
not to mention the fact that both are espousing religious beliefs and
operating in the same place. Parenthetically, it is well to mention that the
acronym H.S.K. used by AK[IDKH-HSK]BP stands for "Haligi at Saligan ng
Katotohanan." Then, too, the records reveal that in holding out their
corporate name to the public, AK[IDKH-HSK]BP highlights the dominant
words "IGLESIA NG DIOS KAY KRISTO HESUS, HALIGI AT SALIGAN NG
KATOTOHANAN," which is strikingly similar to IDCH-HSK's corporate name,
thus making it even more evident that the additional words "Ang Mga
Kaanib" and "Sa Bansang Pilipinas, Inc.", are merely descriptive of and
pertaining to the members of IDCH-HSK. Significantly, the only difference
between the corporate names of AK[IDKH-HSK]BP and IDCH-HSK are the
words SALIGAN and SUHAY. These words are synonymous — both mean
ground, foundation or support. Hence, this case is on all fours with
Universal Mills Corporation v. Universal Textile Mills, Inc., 22 where the
Court ruled that the corporate names Universal Mills Corporation and
Universal Textile Mills, Inc., are undisputably so similar that even under the
test of "reasonable care and observation" confusion may arise.
2. The wholesale appropriation by AK[IDKH-HSK]BP of IDCH-HSK's
corporate name cannot find justification under the generic word rule. A
contrary ruling would encourage other corporations to adopt verbatim and
register an existing and protected corporate name, to the detriment of the
public. The fact that there are other non-stock religious societies or
corporations using the names Church of the Living God, Inc., Church of God
Jesus Christ the Son of God the Head, Church of God in Christ & By the
Holy Spirit, and other similar names, is of no consequence. It does not
authorize the use by AK[IDKH-HSK]BP of the essential and distinguishing
feature of IDCH-HSK's registered and protected corporate name.
Industrial Refractories Corporation of the Philippines vs. Court of Appeals
[GR 122174, 3 October 2002]
Facts: Refractories Corporation of the Philippines (RCP) is a corporation
duly organized on 13 October 1976 for the purpose of engaging in the
business of manufacturing, producing, selling, exporting and otherwise
dealing in any and all refractory bricks, its by-products and derivatives. On
22 June 1977, it registered its corporate and business name with the
Bureau of Domestic Trade. Industrial Refractories Corp. of the Philippines
(IRCP) on the other hand, was incorporated on 23 August 1979 originally
under the name "Synclaire Manufacturing Corporation". It amended its
Articles of Incorporation on 23 August 1985 to change its corporate name
to "Industrial Refractories Corp. of the Philippines". It is engaged in the
business of manufacturing all kinds of ceramics and other products, except
paints and zincs. Both companies are the only local suppliers of monolithic
gunning mix. Discovering that IRCP was using such corporate name, RCP
filed on 14 April 1988 with the Securities and Exchange Commission (SEC) a
petition to compel IRCP to change its corporate name on the ground that
its corporate name is confusingly similar with that of RCP's such that the
public may be confused or deceived into believing that they are one and
the same corporation. The SEC decided in favor of RCP in its judgment of
23 July 1993. IRCP appealed to the SEC En Banc, arguing that it does not
have any jurisdiction over the case, and that RCP has no right to the
exclusive use of its corporate name as it is composed of generic or
common words. In its Decision dated 23 July 1993, the SEC En Banc
modified the appealed decision in that IRCP was ordered to delete or drop
from its corporate name only the word "Refractories". IRCP elevated the
decision of the SEC En Banc through a petition for review on certiorari to
the Court of Appeals which then rendered the decision, denying to give
due course the petition filed by IRCP by upholding the jurisdiction of the
SEC over the case, and ruling that the corporate names of IRCP and RCP are
confusingly or deceptively similar, and that RCP has established its prior
right to use the word "Refractories" as its corporate name. The appellate
court also found that the petition was filed beyond the reglementary
period. IRCP filed the petition for review on certiorari.
Issue:
1. Whether the corporate names of IRCP and RCP are
confusingly similar.
2. Whether the generic word rule would apply to support
IRCP’s cause.
2
Held:
1. The jurisdiction of the SEC is not merely confined to the adjudicative
functions provided in Section 5 of PD 902-A, as amended. It is the SEC's
duty to prevent confusion in the use of corporate names not only for the
protection of the corporations involved but more so for the protection of
the public, and it has authority to de-register at all times and under all
circumstances corporate names which in its estimation are likely to
generate confusion. Section 18 of the Corporation Code expressly prohibits
the use of a corporate name which is "identical or deceptively or
confusingly similar to that of any existing corporation or to any other name
already protected by law or is patently deceptive, confusing or contrary to
existing laws". The policy behind the foregoing prohibition is to avoid fraud
upon the public that will have occasion to deal with the entity concerned,
the evasion of legal obligations and duties, and the reduction of difficulties
of administration and supervision over corporation. Pursuant thereto, the
Revised Guidelines in the Approval of Corporate and Partnership Names 25
specifically requires that: (1) a corporate name shall not be identical,
misleading or confusingly similar to one already registered by another
corporation with the Commission; and (2) if the proposed name is similar
to the name of a registered firm, the proposed name must contain at least
one distinctive word different from the name of the company already
registered. To fall within the prohibition of the law, two requisites must be
proven: (1) that the complainant corporation acquired a prior right over
the use of such corporate name; and (2) the proposed name is either: (a)
identical, or (b) deceptively or confusingly similar to that of any existing
corporation or to any other name already protected by law; or (c) patently
deceptive, confusing or contrary to existing law. As regards the first
requisite, it has been held that the right to the exclusive use of a corporate
name with freedom from infringement by similarity is determined by
priority of adoption. Herein, being the prior registrant, RCP has acquired
the right to use the word "Refractories" as part of its corporate name.
Anent the second requisite, in determining the existence of confusing
similarity in corporate names, the test is whether the similarity is such as
to mislead a person using ordinary care and discrimination and the Court
must look to the record as well as the names themselves. Herein, the only
word that distinguishes IRCP from RCP is the word "Industrial" which
merely identifies a corporation's general field of activities or operations.
The two corporate names are patently similar that even with reasonable
care and observation, confusion might arise. It must be noted that both
cater to the same clientele, i.e., the steel industry. In fact, the SEC found
that there were instances when different steel companies were actually
confused between the two, especially since they also have similar product
packaging.
(2) Yes, there is confusing or deceptive similarity between petitioner and
respondent RCP’s corporate names.
As held in Philips Export B.V. vs. Court of Appeals, to fall within the
prohibition of the law, two requisites must be proven, to wit:
(1) that the complainant corporation acquired a prior right over the
use of such corporate name; and
(2) the proposed name is either: (a) identical, or (b) deceptively or
confusingly similar to that of any existing corporation or to any other name
already protected by law; or (c) patently deceptive, confusing or contrary
to existing law.
As regards the first requisite, it has been held that the right to the
exclusive use of a corporate name with freedom from infringement by
similarity is determined by priority of adoption. In this case, respondent
RCP was incorporated on October 13, 1976 and since then has been using
the corporate name “Refractories Corp. of the Philippines”. Meanwhile,
petitioner was incorporated on August 23, 1979 originally under the name
“Synclaire Manufacturing Corporation”. It only started using the name
“Industrial Refractories Corp. of the Philippines” when it amended its
Articles of Incorporation on August 23, 1985, or nine (9) years after
respondent RCP started using its name. Thus, being the prior registrant,
respondent RCP has acquired the right to use the word “Refractories” as
part of its corporate name.
Anent the second requisite, in determining the existence of confusing
similarity in corporate names, the test is whether the similarity is such as
to mislead a person using ordinary care and discrimination and the Court
must look to the record as well as the names themselves. Petitioner’s
corporate name is “Industrial Refractories Corp. of the Phils.”, while
respondent’s is “Refractories Corp. of the Phils.” Obviously, both names
contain the identical words “Refractories”, “Corporation” and
“Philippines”. The only word that distinguishes petitioner from respondent
RCP is the word “Industrial” which merely identifies a corporation’s general
field of activities or operations. It must be noted that both cater to the
3
same clientele, i.e.¸ the steel industry. And even without proof of actual
confusion between the two corporate names, it suffices that confusion is
probable or likely to occur.
2. Refractories are structural materials used at high temperatures to [sic]
industrial furnaces. They are supplied mainly in the form of brick of
standard sizes and of special shapes. Refractories also include refractory
cements, bonding mortars, plastic firebrick, castables, ramming mixtures,
and other bulk materials such as dead-buried grain magneside, chrome or
ground ganister and special clay. While the word "refractories" is a generic
term, its usage is not widespread and is limited merely to the
industry/trade in which it is used, and its continuous use by RCP for a
considerable period has made the term so closely identified with it.
Moreover, IRCP's appropriation of RCP's corporate name cannot find
justification under the generic word rule. A contrary ruling would
encourage other corporations to adopt verbatim and register an existing
and protected corporate name, to the detriment of the public.
Hyatt Elevators vs. Goldstar Elevators, Phils. (473 SCRA 705 [2005])
Corp Law Topic: Principal Place of Business
Well established in our jurisprudence is the rule that the residence of a
corporation is the place where its principal office is located, as stated in
its Articles of Incorporation.
Petitioner [herein Respondent] Goldstar Elevator Philippines, Inc.
(GOLDSTAR for brevity) is a domestic corporation primarily engaged in the
business of marketing, distributing, selling, importing, installing, and
maintaining elevators and escalators, with address at 6th Floor, Jacinta II
Building, 64 EDSA, Guadalupe, Makati City.
On the other hand, private respondent [herein petitioner] Hyatt Elevators
and Escalators Company (HYATT for brevity) is a domestic corporation
similarly engaged in the business of selling, installing and
maintaining/servicing elevators, escalators and parking equipment, with
address at the 6th Floor, Dao I Condominium, Salcedo St., Legaspi Village,
Makati, as stated in its Articles of Incorporation.
On February 23, 1999, HYATT filed a Complaint for unfair trade practices
and damages under Articles 19, 20 and 21 of the Civil Code of the
Philippines against LG Industrial Systems Co. Ltd. (LGISC) and LG
International Corporation (LGIC).
Alleging among others, that: in 1988, it was appointed by LGIC and LGISC
as the exclusive distributor of LG elevators and escalators in the Philippines
under a ‘Distributorship Agreement’; x x x LGISC, in the latter part of 1996,
made a proposal to change the exclusive distributorship agency to that of a
joint venture partnership; while it looked forward to a healthy and fruitful
negotiation for a joint venture, however, the various meetings it had with
LGISC and LGIC, through the latter’s representatives, were conducted in
utmost bad faith and with malevolent intentions; in the middle of the
negotiations, in order to put pressures upon it, LGISC and LGIC terminated
the Exclusive Distributorship Agreement; x x x [A]s a consequence, [HYATT]
suffered P120,000,000.00 as actual damages.
On March 17, 1999, LGISC and LGIC filed a Motion to Dismiss raising the
following grounds: (1) lack of jurisdiction over the persons of defendants,
summons not having been served on its resident agent; (2) improper
venue; and (3) failure to state a cause of action.
The [trial] court denied the said motion in an Order dated January 7, 2000.
On December 4, 2000, HYATT filed a motion for leave of court to amend
the complaint, alleging that subsequent to the filing of the complaint, it
learned that LGISC transferred all its organization, assets and goodwill, as a
consequence of a joint venture agreement with Otis Elevator Company of
the USA, to LG Otis Elevator Company (LG OTIS, for brevity). Thus, LGISC
was to be substituted or changed to LG OTIS, its successor-in-interest.
Likewise, the motion averred that x x x GOLDSTAR was being utilized by LG
OTIS and LGIC in perpetrating their unlawful and unjustified acts against
HYATT. Consequently, in order to afford complete relief, GOLDSTAR was to
be additionally impleaded as a party-defendant.
Hence, in the Amended Complaint, HYATT impleaded x x x GOLDSTAR as a
4
party-defendant, and all references to LGISC were correspondingly
replaced with LG OTIS.
On January 8, 2001, the [trial] court admitted the Amended Complaint.
On April 12, 2002, x x x GOLDSTAR filed a Motion to Dismiss the amended
complaint, raising the following grounds: (1) the venue was improperly
laid, as neither HYATT nor defendants reside in Mandaluyong City, where
the original case was filed xxx
In the Order dated May 27, 2002, which is the main subject of the
present petition, the [trial] court denied the motion to dismiss: the court
resolves to rule that the complaint sufficiently states a cause of action and
that the venue is properly laid.
The appellate court held that the venue was clearly improper, because
none of the litigants "resided" in Mandaluyong City, where the case was
filed.
According to the appellate court, since Makati was the principal place of
business of both respondent and petitioner, as stated in the latter’s
Articles of Incorporation, that place was controlling for purposes of
determining the proper venue. The fact that petitioner had abandoned
its principal office in Makati years prior to the filing of the original case
did not affect the venue where personal actions could be commenced
and tried.
Issue:
Whether or not the venue was improper.
Held:
Yes, petition denied.
Section 2 of Rule 4 of the 1997 Revised Rules of Court:
"Sec. 2. Venue of personal actions. – All other actions may be commenced
and tried where the plaintiff or any of the principal plaintiff resides, or
where the defendant or any of the principal defendant resides, or in the
case of a non-resident defendant where he may be found, at the election
of the plaintiff."
Since both parties to this case are corporations, there is a need to clarify
the meaning of "residence." The law recognizes two types of persons: (1)
natural and (2) juridical. Corporations come under the latter in accordance
with Article 44(3) of the Civil Code.
Residence is the permanent home -- the place to which, whenever absent
for business or pleasure, one intends to return. Residence is vital when
dealing with venue.
A corporation, however, has no residence in the same sense in which this
term is applied to a natural person. This is precisely the reason why the
Court in Young Auto Supply Company v. Court of Appeals ruled that "for
practical purposes, a corporation is in a metaphysical sense a resident of
the place where its principal office is located as stated in the articles of
incorporation."
The residence of a corporation is the place where its principal office is
established.
It now becomes apparent that the residence or domicile of a juridical
person is fixed by "the law creating or recognizing" it. Under Section 14(3)
of the Corporation Code, the place where the principal office of the
corporation is to be located is one of the required contents of the articles
of incorporation, which shall be filed with the Securities and Exchange
Commission (SEC).
In the present case, there is no question as to the residence of respondent.
What needs to be examined is that of petitioner. the latter’s principal place
of business is Makati, as indicated in its Articles of Incorporation. Since the
principal place of business of a corporation determines its residence or
domicile, then the place indicated in petitioner’s articles of incorporation
becomes controlling in determining the venue for this case.
5

Jurisprudence has, however, settled that the place where the principal
office of a corporation is located, as stated in the articles, indeed
establishes its residence. This ruling is important in determining the
venue of an action by or against a corporation.
Company Registration and Monitoring Department (CRMD) and SEC vs. Ching
Bee Trading Corporation (CBTC), G.R. No. 205921, dated Nov. 12, 2014.
In this case, CBTC asked the SEC to extend its corporate term by submitting
the required documents to the CRMD a day before the expiration, or on Jan.
22, 2010.
The SEC, through the CRMD, refused to accept the application because the
required directors’ certificate was defective. The firm did not state that
stockholders, representing at least two-thirds of the outstanding capital
stock, approved the amendment of the articles extending the corporate
term.
Instead of telling CBTC to cure the defect within the remaining one-day
period, the CRMD advised the company to request for an extension to
submit the requirement. The request was filed on the last day of CBTC’s
corporate term, or on Jan. 23, 2010.
On Jan. 6, 2011, the SEC dismissed the request, citing its 2008 policy that it
can deny applications to extend a company’s term of existence that are filed
after the expiration of the original term
Held:
Acting “on the matter with liberality,” the Supreme Court held: “[w]hat the
SEC should have done was to give formal notice to CBTC that the latter had
one day to cure any defect before CBTC’s life would expire. That one day,
which was lost because of miscommunication, would have been enough to
complete the process of filing the application within the period provided for
by the Code and would have sufficed for the approval of the corporate
extension requested. Therefore, CBTC remains entitled to a day to submit all
the requirements prescribed by the Code.”
In support of its ruling, the high court cited section 17 of the Corporation
Code that said SEC must give the applicant “reasonable time within which to
correct or modify any objectionable portions of the articles or amendments
thereof.”
The liberal approach espoused in the CBTC case was recently adopted by the
SEC in Resolution No. 222, series of 2017.
In the resolution, corporations similarly situated as CBTC may apply to
extend their corporate lives. Of course, the SEC will still have to process the
application in due course.
To merit approval, the concerned company must show compliance with the
following: (1) intent to continue operations is supported by approvals given
by the board of directors and stockholders prior to the expiration of the
6

term, as certified in a written document; (2) the application is filed before
the CRMD and all the requirements of the latter are satisfied; and (3) all
appropriate filing fees are paid.
This liberal approach is not unexpected. It is consistent with the SEC’s thrust
to adopt policies that promote ease of doing business in the country.
ADVERTISEMENT
Instead of telling CBTC to cure the defect within the remaining one-day
period, the CRMD advised the company to request for an extension to
submit the requirement. The request was filed on the last day of CBTC’s
corporate term, or on Jan. 23, 2010.

On Jan. 6, 2011, the SEC dismissed the request, citing its 2008 policy that it
Sometimes, companies with expiring corporate terms fail to timely apply for
can deny applications to extend a company’s term of existence that are filed
an extension with the Securities and Exchange Commission (SEC). In some
after the expiration of the original term.
instances, they do initiate the process of extension by getting the requisite
board and stockholders’ approval for amendment of their articles of Acting “on the matter with liberality,” the Supreme Court held: “[w]hat the
incorporation but for one reason or another, they fail to go to the SEC before SEC should have done was to give formal notice to CBTC that the latter had
the deadline. one day to cure any defect before CBTC’s life would expire. That one day,
which was lost because of miscommunication, would have been enough to
A case in point is Company Registration and Monitoring Department (CRMD)
complete the process of filing the application within the period provided for
and SEC vs. Ching Bee Trading Corporation (CBTC), G.R. No. 205921, dated
by the Code and would have sufficed for the approval of the corporate
Nov. 12, 2014. In this case, CBTC asked the SEC to extend its corporate term
extension requested. Therefore, CBTC remains entitled to a day to submit all
by submitting the required documents to the CRMD a day before the
the requirements prescribed by the Code.”
expiration, or on Jan. 22, 2010.

In support of its ruling, the high court cited section 17 of the Corporation
The SEC, through the CRMD, refused to accept the application because the
Code that said SEC must give the applicant “reasonable time within which to
required directors’ certificate was defective. The firm did not state that
correct or modify any objectionable portions of the articles or amendments
stockholders, representing at least two-thirds of the outstanding capital
thereof.”
stock, approved the amendment of the articles extending the corporate
term.

7
The liberal approach espoused in the CBTC case was recently adopted by the
SEC in Resolution No. 222, series of 2017.
In the resolution, corporations similarly situated as CBTC may apply to
extend their corporate lives. Of course, the SEC will still have to process the
application in due course.
To merit approval, the concerned company must show compliance with the
following: (1) intent to continue operations is supported by approvals given
by the board of directors and stockholders prior to the expiration of the
term, as certified in a written document; (2) the application is filed before
the CRMD and all the requirements of the latter are satisfied; and (3) all
appropriate filing fees are paid.
This liberal approach is not unexpected. It is consistent with the SEC’s thrust
to adopt policies that promote ease of doing business in the country.
ADVERTISEMENT
Toward this end, the SEC has even proposed perpetual terms for
corporations as part of its effort to modernize the Corporation Code.
This business-friendly approach is welcome news to the business
community. After all, businesses are the engines of the economy and they
deserve support from our government agencies like the SEC.
The new SEC policy is also a step in the right direction toward a more
proinvestor environment. At the very least, I hope that it will earn for the
country positive points in global surveys on investor protection.
Corporate Name:
SEC Memorandum Circular (MC) 21-2013
~GUIDELINES ON COMPLIANCE WITH THE FILIPINO-FOREIGN OWNERSHIP
REQUIREMENTS PRESCRIBEDIN THE CONSTITUTION AND/OR EXISTING
LAWS BY CORPORATIONS ENGAGED IN NATIONALIZED AND PARTLY
NATIONALIZED ACTIVrnES~
WHEREAS, Section 15 of the Corporation Code of the Philippines provides
that a corporation which will engage in business or activity reserved for
Filipino citizens shall include in its Articles of Incorporation a provision
stating that no transfer of stock or interest which shall reduce the
ownership of Filipino citizens to less than the required percentage of the
capital stock as provided by existing laws, shall be allowed;
WHEREAS, the Supreme Court in Heirs of Gamboa v. Teveset al,1 ruled that
the term 'capital' in Section 11, Article XII of the 1987 Constitution refers
only to shares of stock entitled to vote in the election of directors;
WHEREAS, Section 1 (b) of the IRR of FIA clearly requires the existence of
full beneficial ownership of the stocks and appropriate voting rights in
determining whether stocks are owned and held by Philippine nationals;
WHEREAS, it is essential to ensure that full beneficial ownership and
effective control of the appropriate voting rights lie with Philippine
nationals;
Principal Place of Business
8
SEC MC 6-2016 Omnibus Guidelines on Principal Office Address; Address g. Foreign corporations must submit a “Notification Update Form”
Of Each Incorporator, Director, Trustee Or Partner signed under oath by the president or resident agent within 30
days from the occurrence of change in its principal office
address.
h. Whenever corporations and partnerships transfer or move to a
a. All corporations and partnerships applying for registration new location:
should state in their Articles of Incorporation (AOI) or Articles of
Partnership (AOP):
Ordinary Corporations
1. Specific address of the principal office
2. Specific residence address of each incorporator,
stockholder, director, trustee or partner 1. Within the same city or municipality:
b. All foreign corporations applying license should state: a. Not required to file an Amended AOI. However, they are
1. Specific address of the principal office address in the not precluded from filing an Amended AOI
country of incorporation b. Encouraged to declare its new or current specific address
2. Specific address of the resident agent in its GIS
3. Specific location where the corporation shall hold office 2. Another city or municipality:
and place in the Philippines where such intends to a. Required to file an Amended AOI within 15 days from
operate transfer to said location
4. Specific addresses of the present directors and officers
c. All corporations should state in their General Information Sheet Corporations with secondary licenses
(GIS):
1. Principal office address 1. Within the same or another city or municipality:
2. Specific residence address of each stockholder, officer, a. Required to file amendment for change in principal office
director or trustee and branch office address
d. All existing corporations and partnerships whose AOI or AOP
indicate a general address should file an amended AOI or Partnerships
amended AOP to specify their complete address until December
31, 2015. 1. Within the same or another city or municipality:
e. Corporations which fail to change in their principal office a. Required to file an Amended AOP
address within the deadline set (i.e. December 31, 2015) shall be
imposed a one-time penalty amounting to:
1. 5,000 for stock corporations
2. 2,500 for non-stock corporations
Corporate Term:
f. If affected corporation or partnership has an application for
amendment of its AOI or AOP pertaining to other provisions, SEC MC 21-2014 Guidelines governing the computation of term
such shall be required to include the change in the principal
office address