Professional Documents
Culture Documents
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• Republic of the Philippines
Department of Finance
A." ....
V
05 February 2010
This refers to your letter dated 4 August 2008 requesting opinion on whether
Barclays Bank PLC ("Barclays") has the capacity to enter into a contract and to
participate, either as plaintiff or a defendant, in a judicial proceeding, after its license
to transact business in the Philippines was revoked, for non-compliance with the
reportorial requirements of the Commission.
You stated in your letter that the license of Barclays was revoked by the
Commission on 11 August 2003, for failure to comply with the reportorial
requirements pursuant to Section 134 of the Corporation Code.
The pertinent provisions relative to the issues at hand are Sections 123, 133
and 134 of the Corporation Code, which provide:
J Fletcher Cyclopedia Corporation, Permanent Edition, Vol. J 7, p. 894, citing State v Brictson Mfg. Co. J 14
Neb 341, 207 NW 664, 44 ALR I 172. nJ ~
2 Ibid, citing Model Bus Corp. Act, 122; Model Nonprotlt Corp. Act, 79 ~
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our courts and administrative bodies are sufficient from the viewpoint of legislative
policy.7
In Columbia Pictures, Inc. v. CA (GR No. 110318, August 28, 1996), the
Supreme Court explained the necessity of a license for a foreign corporation to sue
in Philippine courts:
However, a foreign corporation without a license is not ipso facto barred from
bringing an action in Philippine courtS.12 A foreign corporation is allowed to gain
access to our courts even without the prescribed license to transact business in the
Philippines in the following instances:
The foregoing opinion is based solely on the facts disclosed in the query and
relevant only to the particular issues raised therein. It shall likewise be understood
that the foregoing shall not be used in the nature of a standing rule binding upon
the Commission in other cases or upon the courtS.18If, upon investigation, it will be
declared that the facts relied upon are different, this opinion shall be rendered void.
I I Supra, Note 9, p 797, citing Universal Shipping Lines vs Intermediate Appellate Court, ) 88 SCRA 178
(1990).
12 Ibid, P 797.
J 3 New York Marine Managers Inc. vs Court of Appeals, et. aI., G.R. No. I I 1837, October 24,1995.
14 Western Equipment & Supply Co. vs. Reyes, 51 Phil. J 15 (J 927).
15 Swedish East Asia Co., Ltd. vs. Manila Port SeNice, GR No. L-26332, October 26, 1968.
16 Merill Lynch Futures, Inc. vs. Court of Appeals, GR. No. 978) 6, July 24, 1992.
J 7 Gen. Corp. of the Phils. v. Union Society of Canton, Ltd, 87 Phil. 3) 3 ( 1950).
18 Section 7, SEC Memorandum Circular No. ) 5, Series of 2003. ~
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Very truly yours,
0L
VERNETTE G. UMALI-PACO
General Counsel