Beruflich Dokumente
Kultur Dokumente
Metro Manila
Managing Partner
Gentlemen:
This refers to your letter dated April 16, 1984 requestng for the opinion of this Commission on
the queries posed therein. cdtai
It appears that a group of investors shall form a realty and development company with an
authorized capital of P10 Million with subscripton to be paid in cash and property. There shall
be seven (7) incorporators; six Filipinos and one Saudi Natonal. The number of directors shall
be five including the foreigner who will act as treasurer-in-trust while the company is in the
process of incorporaton.
1. Will the Securites and Exchange Commission (SEC) approve the incorporaton of the
company following the inital agreement reached among the investors?
2. Will the use of the corporate name which reads as follows "(surname of foreigner)
Realty and Development Corporaton" be allowed by the SEC?
3. Will a "Deed of Assignment in exchange for shares of stocks of the company" suffice for
the real estate investment of the Filipino? What other documents will the SEC require?
4. Will the foreigner who is holder of a special investor visa be allowed to assume any of
the following key positons:
— Vice-President Finance or
— General Manager.
5. What other documents will the SEC need other than those mentoned in the SEC
checklist for companies that are to be incorporated?
1. The primary purpose quoted for the proposed corporaton is not appropriate for one
which shall engage in realty and development business. We suggest the following primary
purpose:
"To buy, purchase, acquire, lease, hold, sell and exchange or otherwise deal in real estate and
any interest on any kind whatsoever therein; to improve, develop and manage any real estate or
property so acquired, owned, leased or held; to erect or cause to be erected such buildings and
other structures with their appurtenance thereon as shall be deemed advisable for the
betterment of such real estate; to lease, mortgage and encumber the same; to enlarge, rebuild,
alter, improve any buildings or structures now or hereafter erected on any lands so owned, held,
leased or occupied by the corporaton; to subdivide or plot real estate and sell the same in lots
for cash or installments; and in general, to do, conduct and perform general real estate
business." cdtai
Please submit your proposed artcles of incorporaton to this Commission together with all the
supportng papers for processing to determine whether said documents are in accordance with
our rules and regulatons.
2. The existng policy of the Commission does not allow the use of the surname of a non-
resident alien who is merely a minority stockholder in the corporate name of domestc
corporatons.
b. OCT or TCT or copies thereof duly certfied by its official custodian (Register of Deeds);
and
c. Real estate tax declaraton(s) and latest real estate tax payment receipt(s)
4. Anent your fourth query, please be informed that this Commission, in a previous opinion
has ruled that, "In firms engaged in wholly or partally natonalized actvites, aliens are banned
from being appointed to management positons such as president, vice-president, treasurer,
auditor, etc. of the same companies pursuant to a ruling of the Ministry of Justce, although
they can be elected directors in proporton to their allowable partcipaton or share in the
capital of such actvites in accordance with the Ant-Dummy Law, as amended by Presidental
Decree No. 715." (Letter to Judge Pio Marcos, dated July 1, 1983). Emphasis supplied)
Corporatons engaged in partally natonalized actvites which includes real estate development,
are those organized under the laws of the Philippines of which, at least 60% of the capital stock
outstanding and enttled to vote is owned and held by citzens of the Philippines.
Moreover, the Commission on Immigraton and Deportaton, in its 2nd Indorsement dated July
27, 1984, xerox copy hereto attached, answering SEC query on the rights and obligatons of a
holder of "special investor visa" states that Presidental Decree No. 1623 has no provision which
allows holder of said visa to assume the positon of Chairman of the Board and Treasurer, or
Vice-President, Finance or General Manager. prcd
5. All the documents required for the registraton of corporatons are stated in the attached
checklist.
Associate Commissioner
So if you’re planning to start a corporation, or thinking of upgrading your business structure to
one, then here’s a simple guide on how to register a corporation in the Philippines.
This step-by-step guide is just a simplified summary and other steps may be required, specially
for businesses which require special permits and clearances (ie, real estate, pawnshops,
schools, etc.).
For a comprehensive list of the additional licenses, you may check out the article: How To
Register Your Business in the Philippines.
Lastly, the filing duration and fees mentioned are based from personal experience. If you’ve
recently registered a corporation in the country and have a different experience than what I’ve
written above, then please share it below as a comment so I may add it here. Thank you.