Section 14, Article XII of the 1987 Constitution declares that "the practice of all professions in the

Philippines shall be limited to Filipino citizens, save in cases prescribed by law". 4 It is clear from the
afore-cited constitutional provision that a limitation has been set on the practice of profession in favor
of Filipinos, i.e., as a general rule, the practice of all professions in the country is exclusively reserved
to Filipino citizens. However, an exception is also stated in the said provision, i.e., when there is a law
which provides otherwise.

It has to be emphasized that the Commission do not permit engineers and architects to practice as a
corporate entity. Personal qualifications for such professions cannot be possessed by a corporation,
and in view of the distinct and separate personality of a corporation from the individual
members/stockholders, it does not have the power to do an act requiring a license which only the
individual members/stockholders can obtain. Thus, the practice of Civil Engineering or Architecture
cannot be registered as a corporation upon the premise that the practice thereto must be based on
individual personal qualifications. The Commission, however, allows engineers or architects to form
and register as partnership, in which case, it is the individual engineer or architect and not the
partnership firm, who engages the practice of engineering or architecture and is responsible for his
own acts as such.

April 18, 1996

Mr. Nestor S. Mangio
United Architects of the Philippines
3rd Flr., Unit 5, Corporate House Bldg.
239 Santolan Rd. corner Benitez St.,
Quezon City
Sir:
This refers to your letter dated March 26, 1996 requesting opinion on whether or not foreign architects
can join a professional partnership with Filipino counterparts and if they can be incorporators of a
corporation together with local architects. prcd

Republic Act No. 545, as amended (AN ACT TO REGULATE THE PRACTICE OF ARCHITECTURE
IN THE PHILIPPINES) provides:
"SECTION 12. Registration of architects required. — In order to safeguard life, health and property,
no person shall practice architecture in this country, or engage in preparing plans, specifications or
preliminary data for the erection or alteration of any building located within the boundaries of this
country, except in this last case when he is duly registered civil engineer; or use the title "Architect", or
display or use of any title, sign, card, advertisement, or other devise to indicate that such person shall
have secured from the examining body a certificate of registration in the manner hereinafter provided,
and shall thereafter comply with the provisions of the laws of the Philippines governing the registration
and licensing of architects." (Emphasis supplied)
"SECTION 13. Inhibition against the practice of architecture. — Unless exempt from registration, no
person shall practice or offer to practice architecture in the Philippines without having previously
obtained a certificate of registration from the Board of Examiners for Architects.
It shall be unlawful for any architect, or any person practicing architecture, to seek to avoid the
provisions of this Act by the use of any other than the title "Architect", and no such persons shall
practice or offer to practice, architecture in this country, or present themselves as qualified for such
practice, unless and until they have qualified and been registered as provided in this Act." (Emphasis
supplied)
"SECTION 35. Reciprocity requirement. — No person who is not a citizen of the Philippines at the
time he applies to take the examination shall be allowed to take it unless he can prove in the manner
provided by the Rules of Court that, by specific provision of law, the country of which he is citizen,
subject, or national either admits citizens of the Philippines to the practice of the same profession
without restriction or allows them to practice it after examination on terms of strict and absolute
equality with citizens, subjects, or nationals of the country concerned, including the unconditional
recognition of degrees issued by institutions of learning duly recognized for the purpose by the
Government of the Philippines. Provided, That if he is not a citizen of the Philippines, and was
admitted to the practice of profession in the Philippines after December 8, 1941, his active practice in
that profession either in the Philippines or in the state or country where he was practicing his
profession, shall not have been interrupted for a period of two years or more prior to July 4, 1946, and
that the country or state from which he comes allows the citizens of the Philippines by specific
provision of law, to practice the same profession without restriction or on terms of strict and absolute
equality with citizens, subjects, nationals of the country or state concerned." (Emphasis supplied) cdll
Thus, unless the above reciprocity requirement has been complied with and the foreign architect has
obtained a certificate of registration/license from the Board of Examiners for Architects pursuant to the
provisions of RA 545, as amended, he cannot practice architecture in the Philippines, and it follows
that he cannot join a professional partnership of Filipino architects.
As to whether an architect, local or foreign, could be an incorporator of a corporation, the Commission
does not permit architects to practice as a corporate entity. Personal qualifications for such profession
cannot be possessed by a corporation, and in view of the distinct and separate personality of a
corporation from the individual members/stockholders, it cannot have the power to do an act requiring
a license which only the individual members/stockholders could obtain. Section 34 of the same law
provides, thus:
"SECTION 34. Corporations cannot register. — The practice of architecture is a professional service,
admission to which shall be determined upon the basis of the individual, personal qualifications. No
firm, company, partnership, association or corporation may be registered or licensed as such for the
practice of architecture: Provided, however, That persons properly registered or licensed as architects
may, among themselves or with a person or persons properly registered and licensed as civil
engineers, form and obtain registration of, a firm, partnership or association using the term
"Architects" or "Architects and Engineers", but, nobody shall be a member or partner of such firm
partnership or association unless he is duly registered and licensed architect or civil engineer, and the
members who are architects shall only render work and services proper for an architect as defined in
this Act, and members who are civil engineers shall also only render work and services which are
proper for a civil engineer as defined under the law regulating the practice of civil engineering,
individual members of such firm partnership or association shall be responsible for their respective
acts. (Emphasis supplied)
However, while architects cannot practice as a "corporate entity", the Commission allows them to form
a "partnership" wherein all the partners thereof are duly licensed as such under Philippine laws, and in
such a case, it would be the individual architects, not the partnership firm, who will engage in the
practice of architecture and are personally responsible for their own acts. Likewise, a duly licensed
architect can be an incorporator/stockholder or be hired as an employee in a corporation engaged in
other line of business' (e.g. construction company) to render his services as such, the hiring of which
is merely incidental to carry out the corporate purposes, but in no case shall the corporation hire
architects to carry on the business of the practice of architecture as the same would constitute
"practice of profession" which can not be legally performed by a "corporate entity". cdtai
Very truly yours,
(SGD.) FE ELOISA C. GLORIA
Associate Commissioner

April 25, 1996

Mr. Frank O. Asuncion, Sr.
Atelier PACIFICA, International
Post Office Box 10392
Fort Irwin, CA 92310-5000
Sir:
This refers to your fax letter dated April 8, 1996 requesting information/advice on how naturalized US
citizens with current professional registration in the Philippines can open an architectural and
engineering office in Philippine jurisdiction. llcd
On the matter of whether a naturalized US citizens with current professional registration in the
Philippines can still practice as architects or engineers in this jurisdiction, we believe that the
Professional Regulation Commission (PRC) is the proper government agency to resolve said issue.
However, please take note that the SEC does not permit registered professionals to practice as a
"corporate entity," "A statute authorizing the formation of corporations to carry on any lawful business
does not include the work of the learned professions, except in those jurisdictions where there is
legislation authorizing professional corporations or professional associations. The reason lie deeper
than lack of statutory sanction for it. Human personal qualifications for such professions cannot be
possessed by a corporation. They would inhere in the members as distinct from the corporation, and it
could not have the power to do illegally an act requiring a license which only they can obtain." (1-A
Fletcher, sec. 97 citing several authorities)
Thus, Section 24 of RA 544, as amended, and Section 34 of RA 545, as amended, provide:
"SECTION 24. The practice of civil engineering is a professional service, admission to which must be
determined upon individual, personal qualifications. Hence, no firm, partnership, corporation or
association may be registered or licensed as such for the practice of civil engineering: Provided,
however, That persons properly registered and license as civil engineers may, among themselves or
with a person or persons properly registered and licensed as architects, form and obtain registration
of, a firm, partnership or association using the term "Engineers" or "engineers and Architects," but,
nobody shall be a member or partner of such firm, partnership or association unless he is a duly
licensed civil engineer or architect, and the members who are civil engineers shall only render work
and services proper for a civil engineer, as defined in this Act, and the members who are architects
shall also only render work and services proper for an architect, as defined in the law regulating the
practice of architecture, individual members of such firms, partnership or association shall be
responsible for their own respective acts." (RA 544, emphasis provided) cdtai
"SECTION 34. Corporations cannot register. — The practice of architecture is a professional service,
admission to which shall be determined upon the basis of the individual, personal qualifications. No
firm, company, partnership, association or corporation may be registered or licensed as such for the
practice of architecture: Provided, however, That persons properly registered or licensed as architects
may, among themselves or with a person or persons properly registered and licensed as civil
engineers, form and obtain registration of, a firm, partnership or association using the term
"Architects" or "Architects and Engineers", but, nobody shall be a member or partner of such firm,
partnership or association unless he is duly registered and licensed architect or civil engineer, and the
members who are architects shall only render work and services proper for an architect as defined in
this Act, and members who are civil engineers shall also only render work and services which are
proper for a civil engineer as defined under the law regulating the practice of civil engineering,
individual members of such firm partnership or association shall be responsible for their respective
acts. (RA 545, emphasis supplied)
However, while architects or engineers cannot practice as a "corporate entity", the Commission allows
them to form a "partnership" wherein all the partners thereof are duly licensed as such under
Philippine laws, but in such a case, it would be the individual architects or engineers, not the
partnership firm, who will engage in the practice of profession and are personally responsible for their
own acts. Likewise, a duly licensed architect or engineer can be an incorporator/stockholder or be
hired as an employee in a corporation engaged in other line of business' (e.g. construction company)
to render his service as such, the hiring of which is merely incidental to carry out the corporate
purposes, but in no case shall the corporation hire architects to carry on the business of the practice
of architecture or engineering as the same would constitute "practice of profession" which cannot be
legally performed by a "corporate entity". (SEC letter to Mr. Nestor S. Mangio dtd. April 18, 1996)
prcd
Very truly yours,
(SGD.) FE ELOISA C. GLORIA
Associate Commissioner