Article 37p. 37

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

Commission,

favorably

endorsed

by

the

appropriate

government agency in the proper cases. (n)

SECTION 132. Merger or Consolidation Involving a

Foreign Corporation Licensed in the Philippines . — One

or

more

foreign

corporations authorized to transact

business in the Philippines may merge or consolidate

with any domestic corporation or corporations if such is

permitted under Philippine laws and by the law of its

incorporation:

Provided ,

That

the

requirements

on

merger or consolidation as provided in this Code are

followed.

Whenever

a

foreign

corporation

authorized

to

transact business in the Philippines shall be a party to a

merger or consolidation in its home country or state as

permitted by the law of its incorporation, such foreign

corporation shall, within sixty (60) days after such merger

or

consolidation

becomes

effective,

file

with

the

Securities and Exchange Commission, and in proper

cases with the appropriate government agency, a copy of

the articles of merger or consolidation duly authenticated

by the proper official or officials of the country or state

under the laws of which such merger or consolidation

was effected: Provided , however , That if the absorbed

corporation is the foreign corporation doing business in

the Philippines, the latter shall at the same time file a

petition for withdrawal of its license in accordance with

this Title. (n)

SECTION 133. Doing Business Without License . — No

foreign

corporation

transacting

business

in

the

Philippines without a license, or its successors or assigns,

shall be permitted to maintain or intervene in any action,

suit or proceeding in any court or administrative agency

of the Philippines; but such corporation may be sued or

proceeded

against

before

Philippine

courts

or

administrative tribunals on any valid cause of action

recognized under Philippine laws. (69a)

SECTION 134. Revocation of License . — Without

prejudice to other grounds provided by special laws, the

license of a foreign corporation to transact business in the

Philippines

may

be

revoked

or

suspended

by

the

Securities and Exchange Commission upon any of the

following grounds:

1. Failure to file its annual report or pay any fees as

required by this Code;

2. Failure to appoint and maintain a resident agent in

the Philippines as required by this Title;

3. Failure, after change of its resident agent or of his

address,

to

submit

to

the

Securities and Exchange

Commission a statement of such change as required by

this Title;

4. Failure to submit to the Securities and Exchange

Commission an authenticated copy of any amendment

to its articles of incorporation or bylaws or of any articles

of merger or consolidation within the time prescribed by

this Title;

5. A misrepresentation of any material matter in any

application,

report,

affidavit

or

other

document

submitted by such corporation pursuant to this Title;

6.

Failure

to

pay

any

and

all

taxes,

imposts,

assessments or penalties, if any, lawfully due to the

Philippine Government or any of its agencies or political

subdivisions;

7. Transacting business in the Philippines outside of

the purpose or purposes for which such corporation is

authorized under its license;

8. Transacting business in the Philippines as agent of

or acting for and in behalf of any foreign corporation or

entity not duly licensed to do business in the Philippines;

or

9. Any other ground as would render it unfit to

transact business in the Philippines. (n)

SECTION 135. Issuance of Certificate of Revocation .

— Upon the revocation of any such license to transact

business in the Philippines, the Securities and Exchange

Commission shall issue a corresponding certificate of

revocation, furnishing a copy thereof to the appropriate

government agency in the proper cases.

The Securities and Exchange Commission shall also

mail to the corporation at its registered office in the

Philippines a notice of such revocation accompanied by a

copy of the certificate of revocation. (n)

SECTION 136. Withdrawal of Foreign Corporations .

— Subject to existing laws and regulations, a foreign

corporation

licensed

to

transact

business

in

the

Philippines

may

be

allowed

to

withdraw

from

the

Philippines by filing a petition for withdrawal of license.

No

certificate of withdrawal shall be issued by the

Securities

and

Exchange

Commission

unless all the

following requirements are met:

1. All claims which have accrued in the Philippines

have been paid, compromised or settled;

2. All taxes, imposts, assessments, and penalties, if

any, lawfully due to the Philippine Government or any of

its agencies or political subdivisions have been paid; and

3. The petition for withdrawal of license has been

published once a week for three (3) consecutive weeks in

a newspaper of general circulation in the Philippines.

TITLE XVI Miscellaneous Provisions

SECTION 137. Outstanding Capital Stock Defined . —

The term "outstanding capital stock", as used in this Code,

means the total shares of stock issued to subscribers or

stockholders, whether or not fully or partially paid (as long

as there is a binding subscription agreement), except

treasury shares. (n)

SECTION 138. Designation of Governing Boards . —

The provisions of specific provisions of this Code to the

contrary

notwithstanding,

non-stock

or

special

corporations may, through their articles of incorporation

or their bylaws, designate their governing boards by any

name other than as board of trustees. (n)

SECTION 139. Incorporation and Other Fees . — The

Securities

and

Exchange

Commission

is

hereby

authorized to collect and receive fees as authorized by

law or by rules and regulations promulgated by the

Commission. (n)

SECTION

140.

Stock

Ownership

in

Certain

Corporations . — Pursuant to the duties specified by

Article XIV of the Constitution, the National Economic and

Development Authority shall, from time to time, make a

determination of whether the corporate vehicle has been

used by any corporation or by business or industry to

frustrate the provisions thereof or of applicable laws, and

shall

submit

to

the

Batasang

Pambansa,

whenever

deemed necessary, a report of its findings, including

recommendations for their prevention or correction.

Maximum

limits

may

be

set

by

the

Batasang

Pambansa for stockholdings in corporations declared by

it to be vested with a public interest pursuant to the

provisions of this section, belonging to individuals or

groups

of

individuals

related

to

each

other

by

consanguinity or affinity or by close business interests, or

whenever it is necessary to achieve national objectives,

prevent illegal monopolies or combinations in restraint of

trade,

or

to

implement

national

economic

policies

declared

in

laws, rules and regulations designed to

promote

the

general

welfare

and

foster

economic

development.

In

recommending

to

the

Batasang

Pambansa

corporations, businesses or industries to be declared

vested with a public interest and in formulating proposals

for limitations on stock ownership, the National Economic

and Development Authority shall consider the type and

nature of the industry, the size of the enterprise, the

economies of scale, the geographic location, the extent of

Filipino ownership, the labor intensity of the activity, the

export potential, as well as other factors which are

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