The document discusses the requirements and process for foreign corporations to apply for and obtain a license to transact business in the Philippines. It outlines what must be submitted with the license application including documents certifying the corporation's existence and financial status. It also describes additional requirements for foreign banking, financial and insurance corporations.
The document discusses the requirements and process for foreign corporations to apply for and obtain a license to transact business in the Philippines. It outlines what must be submitted with the license application including documents certifying the corporation's existence and financial status. It also describes additional requirements for foreign banking, financial and insurance corporations.
The document discusses the requirements and process for foreign corporations to apply for and obtain a license to transact business in the Philippines. It outlines what must be submitted with the license application including documents certifying the corporation's existence and financial status. It also describes additional requirements for foreign banking, financial and insurance corporations.
The document discusses the requirements and process for foreign corporations to apply for and obtain a license to transact business in the Philippines. It outlines what must be submitted with the license application including documents certifying the corporation's existence and financial status. It also describes additional requirements for foreign banking, financial and insurance corporations.
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LICENSE OF FOREIGN CORPORATIONS
Reporter: Plarisan, Pamela C.
Course & Year: BS Accountancy 2-C
Section 125. Application for License. – A foreign corporation applying for a license to transact business in the Philippines shall submit to the Securities and Exchange Commission a copy of its articles of incorporation and by-laws, 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 corporation, shall specifically set forth the following:
1. The date and term of incorporation;
2. The address, including the street number, of the principal office of the corporation in country or state of incorporation; 3. The name and address of its resident agent authorized to accept summons and process in all legal proceedings and, pending the establishment of a local office, all notices affecting the corporation; 4. The place in the Philippines where the corporation intends to operate; 5. 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; 6. The names and addresses of the present directors and officers of the corporation; 7. A statement of its authorized capital stock and the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par values, and series, if any; 8. A statement of its outstanding capital stock and the aggregate number of shares which the corporation has issued, itemized by classes, par value of shares, shares without par values, and series, if any; 9. A statement of the amount actually paid in; and 10. Such additional information has maybe necessary or appropriate in order to enable the Securities and Exchange 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 duly executed certificate under oath by the authorize official or officials 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 such certificate is in a foreign language, a translation thereof in English under oath of the translator shall be attached thereto. The application for 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 Securities and Exchange Commission and other governmental agency in the proper cases that the applicant is solvent and in sound financial condition, and 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 Securities and Exchange Commission without previous authority from the appropriate government agency, whenever required by law. (68a)
No foreign corporation shall be permitted to transact business in the Philippines, as this
phrase is understood under the Corporation Code, unless it shall have the license required by law, and until it complies with the law in transacting business here, it shall not be permitted to maintain any suit in local courts. As thus interpreted, any foreign corporation not doing business in the Philippines may maintain an action in our courts upon any cause of action, provided that the subject matter and the defendant are within the jurisdiction of the court. It is not the absence of the prescribed license but “doing business” in the Philippines without such license which debars the foreign corporation from access to our courts. In other words, although a foreign corporation is without license to transact business in the Philippines, it does not follow that it has no capacity to bring an action. Such license is not necessary if it is not engaged in business in the Philippines.
APPLICATION FOR AND ISSUANCE OF LICENSE
A foreign corporation applying for a license to transact business in the Philippines must comply the following; 1. Submission of required documents – a certified copy of its articles of incorporation, with translation to an official language (if necessary) shall be submitted to SEC and application for a license which shall be under oath and shall specifically set forth the matters enumerated by law. 2. Accompanying documents to application;
A duly executed certificate under oath by the authorized official or officials of the jurisdiction of the incorporation. A sworn statement of the president or any authorized officer of the corporation, show to the satisfaction of SEC and other government agency. A certificate if authority from the appropriate government authority. A written power of attorney designating a resident agent whom summons and other legal processes against the corporation may be served and a written agreement or stipulation consenting that such service may be made upon SEC. 3. Compliance with special laws – foreign banking, financial and insurance corporations shall, in addition to the above requirements comply with the provisions of existing laws applicable to them. 4. Issuance of license to transact business – if applicant shows to the satisfaction of SEC that it has complied with the above requirements of the code and those imposed by other special laws, rules and regulations, the commission shall issue a license authorizing it to transact business in the Philippines for the purpose or purposes specified therein.
