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Foreign Corp

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Title XV Foreign Corporations

SEC. 140. Definition and Rights of Foreign Corporations. – Foreign Corporation is one formed,
organized or existing under laws other than those of the Philippines’ and whose laws allow
Filipino citizens and corporations to do business in its own country or State. It shall have the
right to transact business in the Philippines after obtaining a license.

SEC. 141. Application to Existing Foreign Corporations. – Every foreign corporation which, on
the date of the effectivity of this Code, is authorized to do business in the Philippines under a
license issued to it shall continue to have such authority under the terms and conditions of its
license.

SEC. 142. Application for a License. – A foreign corporation applying for a license to transact
business in the Philippines shall submit to the Commission a copy of its articles of incorporation
and bylaws, certified in accordance with law, and their translation to an official language of the
Philippines, if necessary. The application shall be under oath and, unless already stated in its
articles of incorporation, shall specifically set forth the following:

(a) The date and term of incorporation;

(b) The address, including the street number, of the principal office of the corporation in the
country or State of incorporation;

(c) The name and address of its resident agent authorized to accept summons and process in all
legal proceedings and all notices affecting the corporation, pending the establishment of a local
office;

(d) The place in the Philippines where the corporation intends to operate;

(e) The specific purpose or purposes which the corporation intends to pursue in the transaction
of its business in the Philippines: Provided, That said purpose or purposes are those specifically
stated in the certificate of authority issued by the appropriate government agency;

(f) The names and addresses of the present directors and officers of the corporation;

(g) A statement of its authorized capital stock and the aggregate number of shares which the
corporation has authority to issue, itemized by class, par value of shares, shares without par
value, and series, if any;

(h) A statement of its outstanding capital stock and the aggregate number of shares which the
corporation has issued, itemized by class, par value of shares, shares without par value, and
series, if any;
(i) A statement of the amount actually paid in; and

(j) Such additional information as may be necessary or appropriate in order to enable the
Commission to determine whether such corporation is entitled to a license to transact business
in the Philippines, and to determine and assess the fees payable.Attached to the application for
license shall be a certificate under oath duly executed by the authorized official or officials of
the jurisdiction of its incorporation, attesting to the fact that the laws of the country or State of
the applicant allow Filipino citizens and corporations to do business therein, and that the
applicant is an existing corporation in good standing. If the certificate is in a foreign language, a
translation thereof in English under oath of the translator shall be attached to the application.

The application for a license to transact business in the Philippines shall likewise be
accompanied by a statement under oath of the president or any other person authorized by the
corporation, showing to the satisfaction of the Commission and when appropriate, other
governmental agencies that the applicant is solvent and in sound financial condition, setting
forth the assets and liabilities of the corporation as of the date not exceeding one (1) year
immediately prior to the filing of the application.

Foreign banking, financial, and insurance corporations shall, in addition to the above
requirements, comply with the provisions of existing laws applicable to them. In the case of all
other foreign corporations, no application for license to transact business in the Philippines shall
be accepted by the Commission without previous authority from the appropriate government
agency, whenever required by law

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