September 7, 1998

Romulo, Mabanta, Buenaventura

Sayoc & De Los Santos
30th Floor, Citibank Tower,
Citibank Plaza
8741 Paseo de Roxas, Makati City
Attention : Attys. Reynaldo G. Geronimo
Jose Luis G. De Dios
Gentlemen:
This refers to your letter dated August 21, 1998, requesting confirmation that a "foreign corporation"
may enter into a partnership with "Philippine corporations", the former to act as a "general partner"
responsible for managing the affairs of the partnership and the latter acting as "limited partners".
Please be advised that the above proposal may be allowed, subject to the following conditions:
1. That the authority to enter into a partnership relation as a general partner is expressly conferred
by the charters or articles of incorporation of the foreign partner; the nature of the business venture to
be undertaken by the partnership is in line with the business authorized by the charter or articles of
incorporation; and the investment of the foreign partner is allowable under the Foreign Investments
Act.
2. That the foreign partner must obtain a license to transact business in the Philippines in
accordance with the Corporation Code and Foreign Investments Act.
3. The articles of partnership shall stipulate that the foreign partner, being the general partner
shall be liable for all the obligations of the partnership; that its liability shall not be limited to its
contribution to the partnership but extends to the assets of the foreign company; that its liability shall
not terminate even after the dissolution of the partnership so as not to relieve the foreign partner of its
obligations incurred by reason of its entering into the partnership as a general partner; and that the
resident agent of the foreign company shall be jointly and severally liable with the foreign principal.
Very truly yours,
(SGD.) DANILO L. CONCEPCION
Associate Commissioner