August 13, 2002 SEC OPINION VShips Marine Services, Inc. c/o Ms.

Levy Gara-Rebamontan Chairperson-Director G/F Avantgarde Bldg., A. Bonifacio St., Bangkal, Makati City Madam: This pertains to your letter asking for comment on whether VShips Marine Services, Inc., a domestic corporation can continue to use the word "V Ships" in its corporate name despite the existence of a foreign corporation whose corporate name is V-Ship Lines/V Ships Monte Carlo. cISAHT The issue was unearthed when Pacific Ocean Manning, Inc., a local manning agent of VSHIPS Lines wrote a letter to VShips Marine Services asking the latter to "somehow modify and work out a change" in its corporate name which was alleged to be confusingly similar to the former's principal corporation (referring to VSHIPS Lines/VShips Monte Carlo). Records disclose that Vships Marine Services, Inc. was registered before the Commission on 22 February 2001 bearing SEC Reg. No. A200102385. Its principal office is located at No. 2521 A. Bonifacio St., Bangkal, Makati City. Its primary purpose is to engage in the business of contracting, enlisting, recruiting professionals and workers both skilled and unskilled for local/overseas work and to act as agents of individuals or firms in the supply of manpower. On the other hand, Pacific Ocean Manning, Inc. is a domestic corporation registered before the Commission on 17 September 1979 with principal office address in the City of Manila. Its primary purpose is "to own purchase, sell, build, equip, lease, charter, freight, and sell out vessels or ship of whatever class and description and to employ and operate the same in the carriage of passengers, as well as goods, wares and merchandise of every description, in overseas and/or domestic commerce; to act as agent, factor or manager, operator or representative in the operation of merchant vessels in overseas and/or domestic commerce; to hire or engage seamen for foreign vessels owned, managed or serviced by it; to build, equip, charter, use, and operate ferries and ferry boats; to build, equip, charter, use and operate grain elevators, warehouses, storehouses, terminals, icing plants and sheds; to build, equip, charter use and operate dredging vessels and engage in the business of dredging; to build, equip, charter, use and operate tow boats, and engage in the business of towing; to engage in the business of pilotage; to engage in the business of wrecking and salvage, and to build, equip, charter, use, lease and operate all vessels, apparatus, and machinery thereunto appertaining; to engage in any business done in

or under the water, both salt and fresh, and to do all things thereunto in any way necessary or appertaining; and to enter into contracts for the carriage of mails by means of seagoing vessels. CacHES Please be informed that SEC Memorandum Circular No. 14 dated 24 October 2000 referring to the Revised Guidelines in the Approval of Corporate and Partnership Names provides in part: xxx xxx xxx

If the proposed name is similar to the name of the registered firm, the proposed name must contain at least one distinctive word different from the name of the company already registered . . . The name which contains a word identical to a word in a registered name shall not be allowed if such word is coined or already appropriated by a registered firm regardless of the number of different words in the proposed name, unless there is a consent from the registered firm or this firm is one of the stockholder or partners of the entity to be registered . . . A careful verification at the Records Division of this Commission shows that, V Ships Monte Carlo and/or V Ships Lines, the alleged foreign principals of Pacific Ocean Manning, Inc., are not registered before the Commission. Assuming for the sake of argument that it is registered, still, the names of both corporations are not similar as to mislead a person of ordinary caution and prudence into belief that they are dealing with the same corporation. It is settled that one corporate name is to be regarded as an imitation of another, when it so far resembles the other that a person using care, caution and observation which the public uses and may be expected to use, would mistake one for the other (Corporation Code Annotated by Rosario N. Lopez, p. 304) In other words, in the absence of any showing that a corporate name is identical, deceptive or confusingly similar to that of any existing corporation or a corporate name is already protected by law or the name is patently deceptive, confusing or contrary to existing laws, VShips Marine Services, Inc., can continue using its corporate name. SAHIaD Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department