October 17, 1989

Ms. C. A. Reyes Santos

Assistant Director
Bureau of Trade Regulation
and Consumer Protection
Department of Trade & Industry
361 Sen. Gil Puyat Ave.
Makati, Metro Manila
Madame:
This has reference to your letter dated September 6, 1989 requesting the opinion of this Commission on the
proposed partnership between a certain Mr. Smith of Surrey, England and a Filipino. cdphil
It appears that the partnership shall advertise in the local newspapers and magazines for Filipino women
interested in writing to and eventually meeting English gentlemen of their choice. Although not explicitly
stated, the partnership intends to establish the so-called "mail-to-order brides" service recently advertised in
newspapers.
Different civic organizations have already voiced their concern and objection to this "business" since it merely
turns the "brides" into domestic helpers, not to mention its adverse effect to the image of Filipino women. While
the purpose of the partnership may seem innocuous, its modus operandi and actual objective may be deemed
immoral. Moreover, some quarters claim that similar businesses are operated to circumvent labor laws on
overseas recruitment.
Hence, this Commission is of the view that the registration of the proposed business should be denied on the
following grounds:
a)
If they shall form a partnership, it shall be a violation of Article 1770 of the Civil Code which provides
as follows:
"A partnership must have a lawful object or purpose and must be established for common benefit or interest of
the partners". Cdpr
b)
If a corporation, Sec. 17 of the Corporation Code should be complied with which includes the following
provision as one of the grounds for disapproval of Articles of Incorporation:
2.
"That the purpose or purposes of the corporation are patently unconstitutional, illegal, immoral or
contrary to government rules and regulations."
Incidentally, may we suggest that proper verification be made on whether Mr. Smith may have already launched
his proposed activities here in the Philippines considering that there are information that certain entities are
presently engaged in this activity.
Please be advised accordingly. cda
Very truly yours,
(SGD.) RODOLFO L. SAMARISTA
Associate Commissioner
February 29, 1980
Mr. Antonio E. Librea
Acting Director, Legal Service
Office of the Minister
Ministry of Public Highways
Manila
Dear Sir:
This has reference to your letter dated October 29, 1979 requesting information on whether or not two or more
medium-size corporations (contractors) may enter into a partnership or joint venture/consortium for the purpose
of qualifying in terms of capitalization and equipment in large-scale projects of the Ministry of Public
Highways through competitive bidding.
This Commission hereby reiterates its previous opinions that the weight of authority is to the effect that a
corporation cannot ordinarily enter into a contract of partnership with another corporation or individual, to wit:

"According to the prevailing view, a corporation has no implied power to become a partner with an individual
or another corporation. This limitation is based on public policy, since in a partnership the corporation would be
bound by the acts of persons who are not duly appointed and authorized agents and officers, which would be
entirely inconsistent with the policy of the law that the corporation shall manage its own affairs, separately and
exclusively". (Am Jur par. 823)
"It is fairly well-settled that corporations cannot ordinarily enter into partnerships with other corporations or
individuals, for, in entering into a partnership the identity of the corporation is lost or merged with that of
another and the direction of the affairs is placed in other hands than those permitted by the law of its creation. A
corporation can act only through its duly authorized agents and is not bound by the acts of anyone else, while in
a partnership each member binds the firm when acting within the scope of the partnership." (6 Fletcher, Cyc
Corps. Section 2520; Cf. SEC Opinion dated Dec. 22, 1966, SEC Folio p. 279).
Exceptions to the application of this general rule may be allowed by this Commission, provided that the
following conditions are adequately met:
1.
The articles of incorporation of the corporations involved must expressly authorize the corporation to
enter into contracts of partnership with others in the pursuit of its business;
2.
The agreement or articles of partnership must provide that all the partners will manage the partnership;
and
3.
The articles of partnership must stipulate that all the partners are and shall be jointly and severally liable
for all the obligations of the partnership.
This Commission will not therefore interpose any objection to the recording of the said articles of partnership
which must be accompanied by the proper SEC verification slip regarding the proposed partnership name; the
written undertaking to change the partnership name in the event that another person, firm or entity has acquired
a prior right to the use of said name or is misleading or confusingly similar to it; the Data Sheet of the registrant
partnership and the recording fee of 1/10 of 1% of the partnership's capital but not less than P100.00 or more
than P50,000.00.
Moreover, two or more corporations may enter into a joint venture/consortium if the nature of the venture is in
line with the business authorized by its charter through a contract or voluntary agreement between the said
parties. Please note that no independent legal entity is borne out of it and the same need not be registered with
the Commission. However when the joint venture/consortium would result in the formation of a corporation or
partnership, the same has to be registered with the Commission and the conditions and requirements abovementioned should be complied with.
Please be advised accordingly.
Very truly yours,
(SGD.) ROSARIO N. LOPEZ
Director
Corporate and Legal Department
September 3, 1984
Mr. Romeo D. Orsolino
352-I M. F. Jhocson Street
Sampaloc, Manila
Sir:
This refers to your letter dated April 18, 1984 requesting the opinion of this Commission on the following
queries:
1.
Can a foreign corporation be a partner of a Filipino individual in a partnership? cdlex
2.
Can a resident agent sign for and in behalf of the foreign corporation in a partnership contract?
3.
Can a foreign corporation represented by its resident agent be a general partner?
4.
If there are only two (2) partners in the partnership the foreign corporation represented by its resident
agent and the Filipino individual, who will act as Manager?
5.
If the above partnership is allowed, what are the papers/documents required to be submitted?
The above queries are answered in the order they are propounded:

1.
The Commission in its previous opinions ruled that the weight of authority is to the effect that a
corporation cannot become a partner in a partnership, citing the following legal jurisprudence on the matter:
"According to the prevailing view a corporation has no implied power to become a partner with an individual or
another person. This limitation is based on public policy, since in a partnership the corporation would be bound
by the acts of person who are not its duly appointed and authorized agents and officers, which would be entirely
inconsistent with the policy of the law that the corporation shall manage its own affairs separately and
exclusively." (13 Am. Jun., par. 823).
"It is fairly well settled that corporations cannot ordinarily enter into partnership with other corporations or with
individuals, for, in entering into a partnership the identity of the corporation is lost or merged with that of
another and the direction of the affairs is placed in other hands than those provided by the law of its creation. A
corporation can act only through its duly authorized agents and is not bound by the acts of anyone else, while in
a partnership each member binds the firm when acting within the scope of the partnership." (6 Fletcher 2520).
It would thus appear from the foregoing quotations that the general rule is that a corporation cannot ordinarily
enter into partnership with other corporations or with individuals. This general rule, however, has been
liberalized in that a corporation may now ordinarily enter into partnership with another person, provided it is
authorized to do so by statute or charter. (SEC opinion, dated December 22, 1966). Thus, if the corporation is
expressly authorized under its articles of incorporation, it can enter into a partnership or joint venture agreement
with a Filipino individual. cdrep
Considering, however, that one of the partners in your proposed partnership is a foreign corporation, the
Commission imposes the following restrictions to safeguard the interests of those who might deal with the
company:
a.
The foreign corporation must obtain a license to transact business in the country in accordance with the
Corporation Code of the Philippines.
b.
The articles of partnership of the proposed company must expressly stipulate that all partners are and
shall be jointly and severally liable for all the obligations of the partnership in the Philippines. (SEC Opinion
dated December 22, 1966)
2.
Anent your second query, "when the charter of a corporation requires that its contracts shall be made or
other acts done by particular officers or agents, or in a certain mode, the provisions of the charter must be
complied with when it acts in other states, for such a requirement is a limitation upon its powers, and it is the
general rule that persons dealing with a foreign corporation are bound to take notice of charter powers and
limitations," (17 Fletcher Cyclopedia Corp., sec. 8322, p. 99 1959 Rev. Ed.) Thus a foreign corporation can be
represented by a resident agent in the signing of partnership contract for as long as no other officer or agent is
authorized to do so under the charter of the foreign corporation.
As a matter of policy this Commission further requires the submission of a board resolution on the matter and a
special power of attorney in favor of the agent authorizing him to sign in behalf of the corporation. These
documents, if executed abroad must be properly authenticated in accordance with Act No. 2103. (copy of which
is attached herewith for your information)
3.
As regards your third and fourth queries, please be informed that this Commission has previously opined
that where the partnership is composed of juridical entities, the members of the partnership shall participate
jointly in its management and shall be jointly and severally liable for all its obligations, so that the argument
against surrendering the management of corporate interest to other will not apply. (SEC opinions, dated
December 22, 1966; April 5, 1976). Hence, in your proposed partnership the foreign corporation represented by
its resident agent can be a general partner, who together with the individual partner may execute all acts of
administration. llcd
4.
For the registration of the proposed partnership, please submit the following requirements:
a.
Articles of Partnership
b.
Board Resolution and Power of Attorney mentioned in number 2.
c.
Registration data sheet.
d.
Undertaking to change partnership name in the event another person, firm or entity has acquired a prior
right to the use of the same name or similar to it.
e.
Duly accomplished BOI Form 504 if foreign equity is 30% or less of the capital.
f.
BOI Certificate of Authority if foreign equity is more than 30% of the capital.

g.
Proof that the Filipino partner has the financial capability to invest the amount contributed to the
partnership.
For the filing fees the following should be paid to the Commission:
Articles of Partnership 1/10 of 1% of
the capital of the partnership
Miscellaneous Fees:
SEC Bulletin P10.00
Legal Research Fee 1% of the filing fee
For further particulars, you may communicate with the Board of Investments (BOI) with business address at
Buendia Avenue, Makati, Metro Manila, the government agency charged with the implementation of P.D. 1789,
(Omnibus Investments Code), the law regulating the entry of foreign investments in the Philippines.
Please be advised accordingly. cdtai
Very truly yours,
(SGD.) MANUEL G. ABELLO
Chairman
December 1, 1993
Atty. Val Antonio B. Suarez
Sycip, Salazar, Hernandez & Gatmaitan
105 Paseo de Roxas, 1200 Makati,
Metro Manila
Sir:
This refers to your letter of November 29, 1993 requesting confirmation on the opinion previously issued by the
Commission that a corporation can enter into a partnership under certain conditions. Cdpr
As stated, your client, a Dutch corporation, intends to establish a branch in the Philippines. The Dutch
corporation, through its Philippine branch, will then form a general partnership with a Philippine corporation.
The partnership will be registered with the Commission and will engage in the development of a power plant on
a build, operate and transfer basis, pursuant to which the partnership will design, construct, own and operate the
power plant for 10 years. Hence, your request for confirmation that the Dutch corporation, through its
Philippine branch and the Philippine corporation may enter into a general partnership for the purpose described
above and register such partnership with the Commission.
As a general rule, a corporation cannot enter into a contract of partnership with an individual or another
corporation, and the reasons, quoting American Authorities are, as follows:
"According to the prevailing view a corporation has no implied power to become a partner with an individual or
another corporation. This limitation is based on public policy, since in a partnership the corporation would be
bound by the acts of the persons who are not its duly appointed and authorized agents and officers, which would
be entirely inconsistent with the policy of the law that the corporation shall manage its own affairs separately
and exclusively." (13 A. Jur. S 823 [1938])
"It is fairly well settled that corporations cannot ordinarily enter into partnerships with other corporations or
with individuals, for, in entering into a partnership the identity of the corporation is lost or merged with that of
another and the directions of the affairs is placed on other hands than those provided by the law of its creation.
A corporation can act only through its duly authorized agents and is not bound by the acts of anyone else, while
in partnership each member binds the firm when acting within the scope of the partnership." (6 Fletcher
Cyclopedia Corporations, S 2520 [perm. ed. rev. repl. 1950])
However, the Commission, on several occasions allowed exceptions to the application of the above rule,
provided the following conditions are complied with:
1.
The authority to enter into a partnership relation is expressly conferred by the respective charters or
articles of incorporation of the constituent corporations, and 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 of the
constituent corporations. llcd
2.
The agreement on the articles of partnership must provide that all the partners will manage the

partnership, and consequently, the articles of partnership must stipulate that all the partners are and shall be
jointly and severally liable for all the obligations of the partnership;
"In a solidary or joint and several obligations, the relationship between the active and passive subjects is so
close that each of the former or of the latter may demand the fulfillment of or must comply with the whole
obligations." (Paras, Civil Code of the Philippines Annotated, citing 8 Manresa 194)
3.
The foreign corporation must obtain a license to transact business in the country in accordance with the
Corporation Code of the Philippines and the Foreign Investments Act. cdll
Thus, for as long as the foregoing conditions are met, the above-mentioned proposed articles of partnership may
be registered.
Very truly yours,
(SGD.) ROSARIO N. LOPEZ
Chairman
C o p y r i g h t 2 0 0 2 C D T e c h n o l o g i e s A s i a, I n c.
December 8, 2003
SEC OPINION NO. 66-03
Ms. Arlyn I. Solitario
Chief Operating Officer
Multi-Fold Links, Inc.
Platinum 2000 Annapolis St., Greenhills,
San Juan
Madam:
This refers to your letter dated 24 November 2003 inquiring whether Goudie Associates Manila Ltd. Co. and
Group III Design Studio are allowed to engage in consulting services. ACaTIc
A partnership relation is a result of a contract between and among the parties. It has only such objects or
purposes as are expressly granted in its articles of partnership or in accordance with the existing statutes or such
powers as are necessary for the purpose of carrying out its express objects. There should be specification of the
partnership's intended purposes with sufficient clarity and elucidation in the articles of partnership to define
with more certainty the scope of the contract between the parties. Thus, in the determination of what businesses
may be carried on by the partnership, reference must be had to its articles, and unless the power to carry on a
particular business is either expressly or impliedly conferred thereby, it does not exist.
When the purposes are enumerated in the Articles of Partnership, it is to be construed as including incidental
purposes reasonably necessary to the proper exercise of the enumerated purposes and as excluding all other
non-enumerated purposes. Thus, if the objects or purposes are expressly enumerated in detail, such specification
by implication excludes all other objects and purposes, except such incidental or as may be necessary to an
exercise of the objects or business expressly given. DTcACa
Simply put, an enumeration of partnership objects or purposes implies the exclusion of all other purposes except
those implied and essential for the attainment of the objects and purposes expressly conferred. This is in
conformity with the generally accepted principle of statutory construction: "Expressio Unius Est Exclusio
Alterius" which means, the express mention of one thing will, as a general rule, mean the exclusion of others
not expressly mentioned.
In Goudie Associates Manila Ltd. Co., its Articles of Partnership provides:
"Article V:
That the purpose for which said partnership is formed are as follows.
To carry on the business as interior designer, both as principal or agent, either by contracting designs, services,
labor, materials and any other business similar or analogous to the foregoing, or any of them;
To acquire lease or hire lands, buildings or any real property, export, import equipments and machineries
necessary for carrying out any of the purposes of the partnership, either on its own or through a joint venture
with other persons or entities;
To hold, purchase or be interested in the shares of capital stock, bonds or other evidence of debts issued or
created by any person, corporation or partnership;

To borrow or use money for the use and benefit of the partnership;
To buy, sell, manufacture, export, import, let or hire and deal in and with all kinds of articles and things which
may be required for the purposes of any said business; SEcADa
To do any and all other things necessary, suitable or incidental in furtherance of any or all of the purposes set
forth herein."
Further, Sec. 1, Art. I, Articles of Partnership of Group 3 Design Studio provides:
"The purpose of which this Partnership is formed shall be the general practice of architecture and other allied
services."
Hence, Goudie Associates Manila Ltd. Co. may engage in the business of consultancy services related and
pursuant to the business of interior design and other purposes mentioned in its Articles of Partnership. Likewise,
Group 3 Design Studio may also engage in the business of consultancy involving the general practice of
architecture and other allied services, as stated in its Articles of Partnership. TAacHE
Very truly yours,
(SGD.) VERNETTE G. UMALI-PACO
General Counsel
March 28, 1985
Supervision and Examination Section
Department IV
Central Bank of the Philippines
Manila
Attention : Director R.P. Lirio
Gentlemen:
This relates to your letter dated March 6, 1985, seeking the comments of this Commission on the following
issue: cdlex
"May pawnshops organized as corporations and partnerships be allowed the ancillary activity of directly
purchasing or selling goods and articles?"
A perusal of P.D. No. 114, otherwise known as the Pawnshop Regulation Act, fails to show any provision
limiting the business of pawnshops to such activity. By implication therefore, their scope may be extended to
other unrelated businesses unless clearly prohibited by the language of P.D. No. 114.
The above drawn conclusion is further affirmed by Section 4175P of the Central Bank Manual of Regulations
for Banks and other Financial Intermediaries, Book IV, which provides thus:
"Separation of Pawnshop Business from other Businesses. Any person or entity engaged in the pawnshop
business and at the same time, engaged in other businesses not directly related nor incidental to the business of
pawnshop, shall keep such businesses distinct and separate from his pawnshop operations."
However, where a corporation has more than one stated purpose, the articles of incorporation shall state which
is the primary purpose and which are the secondary purpose or purposes. (Sec. 14, par. 2, Corporation Code of
the Philippines). No such disclosure is required in the case of partnership.
Furthermore, Section 42 of the Corporation Code provides in part as follows: llcd
". . . a private corporation may invest its funds in any other . . . business or for any purpose other than the
primary purpose for which it was organized when approved by a majority of the board of directors or trustees
and ratified by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock . . . ."
It is therefore our view that pawnshops organized as corporations and partnerships may be allowed the ancillary
activity of directly purchasing or selling goods and articles. Cdpr
Very truly yours,
(SGD.) MANUEL G. ABELLO
Chairman
July 17, 2008 August 9, 2008
SEC MEMORANDUM CIRCULAR NO. 05-08
TO
:
All Concerned

SUBJECT
:
Guidelines and Procedures on the Use of Corporate and Partnership Names
To keep abreast with developments in business and information technology in the country, the Commission is
adopting the following guidelines and procedures in the registration of corporate and partnership names:
cHITCS
1.
a)
The corporate name shall contain the word "Corporation" or "Incorporated", or the abbreviations
"Corp." or "Inc.," respectively;
b)
The partnership name shall bear the word "Company" or "Co." and if it is a limited partnership, the word
"Limited" or "Ltd." A professional partnership name may bear the word "Company", "Associates", or
"Partners", or other similar descriptions;
c)
The corporate name of a foundation shall use the word "Foundation".
2.
A term that describes the business of a corporation in its name should refer to its primary purpose. If
there are two such terms, the first should refer to the primary purpose and the second to the secondary purpose.
ADHCSE
3.
a)
The name shall not be identical, misleading or confusingly similar to a corporate or partnership
name registered with the Commission, or with the Department of Trade and Industry, in the case of sole
proprietorships;
b)
If the name applied for is similar to that of a registered corporation or partnership, the applicant shall add
one or more distinctive words to the proposed name to remove the similarity or differentiate it from the
registered name;
However, the addition of one or more distinctive words shall not be allowed if the registered name is
coined or unique unless the board of directors or majority of the partners of the subject corporation or
partnership gives its consent to the applied name;
c)
Punctuation marks, spaces, signs, symbols and other similar characters, regardless of their form or
arrangement, shall not be acceptable as distinguishing words for purposes of differentiating a proposed name
from a registered name. AECacT
d)
A name that consists solely of special symbols, punctuation marks or specially designed characters shall
not be registered.
4.
Only one business or trade name may be registered for each corporate or partnership name.
5.
A tradename or trademark registered with the Intellectual Property Office may be used as part of the
corporate or partnership name of a party other than its owner if the latter gives its consent to such use.
6.
a)
The full name or surname of person may be used in a corporate or partnership name if he or she
is a stockholder, member or partner of the said entity and has consented to such use; if the person is already
deceased, the consent shall be given by his or her estate;
b)
The Commission may require a registrant to explain to its satisfaction the reason for the use of a person's
name; DTAIaH
c)
The meaning of initials used in a name shall be stated by the registrant in the Articles of Incorporation,
Articles of Partnership or in a separate document signed by an incorporator, director or partner, as the case may
be.
7.
The name of an internationally known foreign corporation, or something similar to it, cannot be used by
a domestic corporation unless it is its subsidiary and the parent corporation has consented to such use;
However, a name written in a foreign language, even if registered in another country, shall be not
registered if the name violates good morals, public order or public policy, or has an offensive or indecorous
meaning in any of the country's official languages or major dialects.
8.
A subsidiary or affiliate of a foreign corporation that applies for the registration of all or substantially all
of the name of its parent company shall use the word "Philippines" as part of its name which shall be written as
"(Philippines)" or "(Phil.)" after the name. ScTIAH
9.
The name of a local geographical unit, site or location cannot be used as a corporate or partnership name
unless it is accompanied by a descriptive word or phrase, e.g., Pasay Food Store, Inc.
10.
Pursuant to existing laws, the following words and phrases can be used as corporate or partnership name
only in the manner enumerated below:
a)
"Finance Company", "Financing Company", "Finance and Leasing Company" and "Leasing Company"
"Investment Company", "Investment House" by entities engaged in the financing or investment house

business (R.A. 8556 and Pres. Decree 129);

b)
"Lending Company" and "Lending Investor" by lending companies (R.A. 9474), or "Pawnshop"
by entities authorized to operate pawnshops (P.D. 114); cTCADI
c)
"Bank", "Banking", "Banker", "Savings and Loan Association", (R.A. 8367) "Trust Corporation", "Trust
Company" or words of similar meaning by entities engaged in the banking or trust business (R.A. 8791);
d)
"United Nations", "UN", in full or abbreviated form exclusively by the United Nations and its
attached agencies (R.A. 226);
e)
"Bonded" by entities with licensed warehouses (R.A. 247);
f)
"SPV-AMC" by corporations authorized to act as special purpose vehicle (R.A. 9182);
11.
The practice of a profession regulated by a special law which among others provides for the permissible
use of the profession's name in a firm, partnership or association shall govern the use of the name, e.g.,
"Engineer" or "Engineering" (R.A. 1582), "Architect" (R.A. 9266), or "Geodetic Engineer" (R.A. 8560).
Notwithstanding the limitations mentioned above, any association registered by entities engaged in the
listed activities may use the profession's name, e.g., Association of Engineers of the Philippines, Inc. DHaECI
12.
Unless otherwise authorized by the Commission, the words and phrases enumerated below can be used
only by the entities mentioned:
a)
"Investment(s)" or "Capital" by entities organized as investment house, investment company or
holding company;
b)
"Asset/Investment/Fund/Financial Management", or "Asset/Investment/Fund/Financial Adviser", or any
similar words or phrases by entities organized as investment company adviser or holders of investment
management activities (IMA) license from the Bangko Sentral ng Pilipinas; TcEAIH
c)
"National", "Bureau", "Commission", "State", and other words, acronyms, abbreviations that have
gained wide acceptance in the Philippines by entities that perform governmental functions;
d)
"Association" and "Organization" or similar words which pertain to non-stock corporations by
entities primarily engaged in non-profit activities;
e)
"Stock Exchange/Futures Exchange/Derivatives Exchange", "Stock Broker/Securities
Broker/Derivatives Broker", "Commodity/Financial Futures Merchant/Broker", "Securities Clearing
Agency/Stock Clearing Agency", "Plans" or any similar words or phrases by entities organized as an
exchange, broker dealer, commodity futures broker, clearing agency, or pre-need company under the Securities
Regulation Code (R.A. 8799). DcHSEa
13.
The enumeration in paragraphs 11 and 12 are not exclusive and may increase or decrease depending on
future legislative issuances or administrative orders of the appropriate or duly authorized government offices.
14.
Notwithstanding the foregoing, the Commission shall, for the protection of the public interest and other
justifiable causes, disallow the use of names that, in its judgment, are misleading, deceptive, confusingly similar
to a registered name, or contrary to public morals, good customs or public policy.
15.
The name of a corporation or partnership that has been dissolved or whose registration has been revoked
shall not be used by another corporation or partnership within three years from the approval of the dissolution or
six years from the date of revocation, unless its use has been allowed at the time of the dissolution or revocation
by the stockholders, members or partners who represent a majority of the outstanding capital stock or
membership of the dissolved corporation or partnership, as the case may be. cDEHIC
16.
a)
The reservation or notice of availability of a name shall not constitute an approval of the use of
such name or an application for a change of name;
b)
No erasures, changes, modifications or alterations on a name reservation form shall be allowed;
c)
Appeals from or opposition to the approval of corporate and partnership names of new companies, or
complaints against proposed new names of existing companies or partnerships, shall be resolved by the
Company Registration and Monitoring Department (CRMD). The decisions of CRMD may be appealed to the
Commission en banc through the Office of the General Counsel.
17.
At the time of its registration, a corporation or partnership shall submit an affidavit containing an
unqualified undertaking to change its name immediately upon receipt of notice or directive from the
Commission that another corporation, partnership or person has acquired a prior right to the use of that name or
that the name has been declared as misleading, deceptive, confusingly similar to a registered name, or contrary
to public morals, good customs or public policy. The affidavit shall be signed by at least two incorporators or

partners in the form prescribed by the Commission. This affidavit shall not be required if the undertaking is
already included as one of the provisions of the Articles of Incorporation or Partnership of the registrant;
IHCacT
In the case of amendment of the corporate name of an existing company or partnership, the affidavit
shall be signed by any of the directors or partners.
18.
This Memorandum Circular shall amend all issuances, orders, rules and regulations of the Commission
that may be inconsistent with it, and shall take effect on August 9, 2008.
July 17, 2008, Mandaluyong City, Philippines. ESCTaA
(SGD.) FE B. BARIN
Chairperson

October 19, 1984

Atty. Renato J. Santiago
Counsel for the Hua Gua
Chiong Unlimited
Rm. 362 Wellington Bldg.,
Plaza Lorenzo Ruiz,
Binondo, Manila
Sir:
This has reference to your letter dated July 24, 1984 requesting for reconsideration of our letter dated June 5,
1984, denying registration of your client's partnership name Hua Gua Chiong Unlimited. cdtai
You alleged that there is no law prohibiting or restricting registration of a lawful general partnership name
without the accompanying word "Company". That the only specific limitation in the registration of partnership
name is found in Article 1844 of the Civil Code, quoted hereunder:
"ARTICLE 1844.
Two or more persons desiring to form limited partnership shall:
1.
Sign and sworn to a certificate which shall state:
a.
The name of the partnership adding thereto the word "LIMITED."
Furthermore, you alleged that the use of the name "Hua Gua Chiong Unlimited" without the word "Company"
but with the added word Unlimited is distinctive as a general partnership.
You likewise alleged that the said partnership is also engaged in the practice of profession as one of its main
purposes, as shown in paragraph 2 of its articles of partnership.
Further, you believe that the policy of the Commission that allows registration to other partnership without the
word "Company" and disallow registration to other, runs counter to the tenets of the Constitution as it is
discriminatory in nature and tends to encourage "class grouping."
The second paragraph of our Guidelines in the Approval of Corporate and Partnership names, issued by this
Commission on September 7, 1977, reads thus:
"In line with the policy of the Commission to safeguard public interest and to avoid future conflicts as to
corporate and partnership names, the following guidelines are hereby adopted:
a.
The Corporate name should contain the word "Corporation" or "Incorporated", while the partnership
name should contain the word "Company". (Emphasis supplied) cdasia
From the abovequoted rule, it is clear that partnership names should contain the word "Company". Considering
that said policy has not been amended or superseded, we see no reason why the same should not be applied.
Hence, we cannot grant your request.
"By statute, it may be provided that, a partnership shall not transact business in the name of a partner not
interested in the firm, and requiring the designation "& Co." in the firm name to represent an actual partner
under penalty of misdemeanor for non-observance. (Wolfe & Joubert, 45 La Amn 1100, 13 SO 806, 21 LRA
772, cited in 40 Am. Jur. p. 133, Emphasis supplied)
It is reiterated that the only instance when a domestic partnership name may be recorded in this Commission
without the use of the word "Company" is when the primary purpose for which the partnership is organized is to
engage in the practice of profession of a particular discipline.

Insofar as the word "Unlimited" is concerned, there is no provision of law which allows the inclusion of said
word in any partnership name.
Please be advised accordingly. cdasia
Very truly yours,
(SGD.) MANUEL G. ABELLO
Chairman
July 8, 1987
Ministry of Trade and Industry
Trade and Industry Building
361 (Buendia) Sen. Gil Puyat Avenue
Makati, Metro Manila
Attention : Mr. Raul E. Bandera
Assistant Director
Gentlemen :
This has reference to your letter, dated June 24, 1987, requesting the opinion of this Commission as to whether
or not a single proprietor may be allowed to use the word "Company" as part of his business name. cda
The word "Company" has been aptly defined as follows:
"COMPANY An association of a number of individuals for the purpose of carrying on some legitimate
business." (Bouvier's Law Dictionary, Vol. 1, 3rd revision, p. 571).
"The proper signification of the word "company" when applied to a person engaged in trade, denotes those
united for the same purpose or in a joint concern. It is commonly used in this sense or as indicating a
partnership." (Bouvier, Supra., citing Palmer v. Pinkham, 33 Me. 32).
"COMPANY Union or association of persons for carrying on a commercial or industrial enterprise; a
partnership, corporation, association, joint stock company." (Black's Law Dictionary, 5th ed., p. 255).
"Word "COMPANY" refers to association of a number of individuals for the purpose of carrying on a
business, and does not ordinarily include a single individual." (Words and Phrases Vol. 8, p. 258, citing Appeal
of Sauer, 74A 2d, 700, 702, 167 Pa. Super 33).
"A company is a number of persons united for performing or carrying on anything jointly. (Words & Phrases,
Supra., p. 255, citing In re: Tidewater Coal Exchange, C.C.A. N.Y., 280 F 638 643).
Thus, the word "company" refers to numerous and various kinds of associations, including firms, partnership
and association of individuals. As regards the use of a corporate or partnership name, it has been the policy of
the Commission to require corporate name to contain the word "Corporation" or "Incorporated", and partnership
name to contain the word "Company". (Par. a, SEC Guidelines In the Approval of Corporate and Partnership
Name). Hence, it would not be fitting or appropriate but rather confusing or deceptive to allow a single
proprietor to adopt the word "Company" as part of his business name. cdasia
Please be advised accordingly.
Very truly yours,
(SGD.) ROSARIO N. LOPEZ
Associate Commissioner
April 25, 1984
Milton Cristopher Co. Ltd.
c/o Mrs. Carmen G. Loot
32 S. Estrada St.
Tierra Bella Subd.
Diliman, Quezon City
Gentlemen:
In connection with the articles of partnership of the proposed Milton Cristopher Co. Ltd., please be informed
that the same cannot be given due course in view of the prohibition of inclusion of surname of a limited partner
in the partnership name under Article 1846 of the Civil Code of the Philippines, which provides, as follows:

cda
"ARTICLE 1846.
The surname of a limited partner shall not appear in the partnership name unless
(1)
It is also the surname of a general partner, or
(2)
Prior to the time when the limited partner became such, the business had been carried on under a name
in which is surname appeared.
A limited partner whose surname appears in a partnership name contrary to the provisions of the first paragraph
is liable as a general partner to partnership creditors who extend credit to the partnership without actual
knowledge that he is not a general partner." (emphasis supplied)
Although the law prohibits only the use of "surname" we cannot allow the inclusion of the "first name" of the
limited partner in the instant case as its inclusion would have the same misleading effect that the "limited"
partner is a "general" partner since Milton Cristopher and Milton Cristopher Fitch are one and the same person.
LexLib
In view thereof, it is advised that the partnership name be changed. Pending compliance herewith action on your
papers will be held in abeyance.
Very truly yours,
(SGD.) ROSARIO N. LOPEZ
Associate Commissioner
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". cdtai
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. Cdpr
Very truly yours,
(SGD.) DANILO L. CONCEPCION
Associate Commissioner