CODE OF COMMERCE

BOOK ONE
MERCHANTS AND COMMERCE IN GENERAL
TITLE ONE
MERCHANTS AND ACTS OF COMMERCE
ARTICLE 1. For purposes of this Code, merchants are:
1. Those who, having legal capacity to engage in commerce, habitually devote themselves to it;
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2. The commercial or industrial companies which may be created in accordance with [this Code]
existing legislation.
ARTICLE 2. Acts of commerce, whether those who execute them be merchants or not, and whether
specified in this Code or not, should be governed by the provisions contained in it, in their absence, by
the usages of commerce generally observed in each place; and in the absence of both rules, by those of
the civil law.
Those acts contained in this Code and all others of analogous character shall be deemed acts of
commerce.
ARTICLE 3. The legal presumption of habitually engaging in commerce shall exist from the moment
the person who intends to engage therein announces through circulars, newspapers, handbills, posters
exhibited to the public, or in any other manner whatsoever, an establishment which has for its object
some commercial operation.
ARTICLE 4. Persons who possess the following qualifications shall have legal capacity to habitually
engage in commerce:
1. Having completed the age of twenty-one years.
2. Not being subject to the authority of the father or of the mother nor to marital authority.
3. Having the free disposition of their property.
ARTICLE 5. Those under twenty-one years of age and those incapacitated may continue, through
their guardians, the business engaged in by their parents or their predecessors. If the guardians do not
have legal capacity to trade or are under some disqualifications, they shall be obliged to appoint one or
more factors having the legal qualifications who shall substitute them in conduct of the business.
ARTICLE 6. (Repealed) 1
ARTICLE 7. (Repealed) 2
ARTICLE 8. The husband may freely revoke the authorization impliedly or expressly granted to his
wife to trade, stating the revocation in a public instrument which shall also be recorded in the
commercial registry, published in the official periodical of the town, if there be one, or otherwise in
that of the town, if there be one, or otherwise in that of the province, and announced to her
correspondents by means of circulars. The publication may also be made, if the husband so demands,
by proclamations and common criers.
This revocation may, in no case, prejudice rights acquired before its publication in the official
periodical. aisadc
ARTICLE 9. (Repealed) 3
ARTICLE 10. (Repealed) 4
ARTICLE 11. (Repealed) 5
ARTICLE 12. (Repealed) 6
ARTICLE 13. The following may not engage in commerce nor hold office or have any direct
administrative or financial intervention in commercial or industrial companies:
1. Those sentenced to the penalty of civil interdiction, while they have not served their sentence or
have not been amnestied or pardoned.
2. Those declared bankrupt, while they have not obtained their discharge [or have not been
authorized, by virtue of an agreement accepted at a general meeting of creditors and approved by
judicial authority, to continue at the head of the establishment, the authority being understood in such
case as limited to that expressed in the agreement.]
3. Those who on account of special laws or provisions can not trade.
ARTICLE 14. The following cannot engage in the mercantile profession, in person or through another,
nor hold office or have any direct administrative or financial intervention in commercial or industrial
associations, within the limits of the districts, provinces or towns in which they discharge their duties:
1. Justices, judges and officials of the fiscals' office in active service.
This provision shall not be applicable to the municipal mayors, judges and prosecuting attorneys, nor to
those who may temporarily discharge judicial or prosecution duties.
2. Administrative, economic or military heads of districts, provinces, or posts.
3. Those employed in the collection and administration of funds of the State, appointed by the
Government.
Those who administer and collect under contract and their representative are excepted.
4. Stock and commercial brokers of whatever class they may be.
5. Those who, under special laws and provisions, cannot trade in specified territory.
ARTICLE 15. Foreigners and companies created abroad may engage in commerce in the Philippines,
subject to the laws of their country with respect to their capacity to contract, and to the provisions of
this Code as regard the creation of their establishments in Philippine territory, their mercantile
operations, and the jurisdiction of the courts of the nation.
The provisions of the article shall be understood to be without prejudice to what, in particular cases,
may be established by treaties or agreements with other powers. cdtai
TITLE TWO
COMMERCIAL REGISTRIES
ARTICLE 16. In all the capitals of provinces shall be opened a mercantile registry composed of two
independent books in which shall be inscribed:
1. Individual merchants.
2. Associations.
In the coastal provinces and in the interior ones where it is considered convenient because of the
presence of navigation, the registry shall include a third book for the registration of vessels.
ARTICLE 17. Registration in the mercantile registry shall be optional for individual merchants and
compulsory for associations which are created in accordance with this Code or with special laws, and
for vessels.
ARTICLE 18. The unregistered merchant cannot request the inscription of any document in the
mercantile registry, nor take advantage of its legal effects.
ARTICLE 19. The register shall keep the books necessary for registration, stamped, folioed and with a
memorandum on the first page of the number of pages which each book contains, signed by the justice
of the peace.
Where there are several justices of the peace, any one of them may sign the memorandum.
ARTICLE 20. The registrar shall enter in chronological order in the registry and general index all the
merchants and companies which are registered, giving each sheet the correlative number which
corresponds to it.
ARTICLE 21. On the record sheet of each merchant or company shall be entered:
1. The name, firm name, or title. cd
2. The class of commerce or transactions in which engaged.
3. The date on which the transactions shall commence or have commenced.
4. The domicile, with a specification of the branches which may have been established, without
prejudice to the registration of the branches in the registry of the province in which they may be
domiciled.
5. Instruments for the creation of commercial associations, whatever their object or denomination
may be, as well as those for the modification, rescission or dissolution of such associations.
6. (Repealed) 7
7. (Repealed) 8
8. (Repealed) 9
9. [Dotal instruments], marriage settlement and the title which prove the ownership of the
paraphernal property of the wives of merchants.
10. The issue of shares, certificates, and bonds of railroads and of all classes of associations, be they
associations for public works, credit companies, or others, stating the series and number of the
certificates of each issue, their participation, interest, payment and premium, should they have one or
the other, the total amount of the issue, and the property, works, rights or mortgages, should there be
any, by which their payment is secured.
The issues which may be made by individuals shall also be recorded in accordance with the provisions
of the preceding paragraph.
11. (Superseded) 10
12. (Superseded) 11
Foreign associations which desire to establish themselves or create branches in the Philippines shall
present and record in the registry, besides their by-laws and the documents required of Filipinos, a
certificate issued by the Philippine consul that they are constituted and authorized in accordance with
the laws of their respective countries.
ARTICLE 22. (Superseded) 12
ARTICLE 23. As a general rule, the registration shall be made by virtue of notarial copies of the
documents which the interested party may present. cdt
The registration of notes, bonds, or order and bearer instruments which do not carry mortgages of
immovable property shall be made upon presentation of the certified minutes where in appears the
resolution of the person or persons who made the issue, and the conditions, requisites and guaranties
thereof.
When these guaranties consist of mortgage of immovables, the corresponding instrument shall be
presented for annotation in the mercantile registry.
ARTICLE 24. Unregistered articles of association shall produce effect among the members who
execute them, but they shall not prejudice third person who, however, may make use thereof in so far
as favorable.
ARTICLE 25. All the resolutions or acts which effect an increase or reduction in the capital of
commercial associations, whatever their denomination may be, and those which modify or alter the
conditions of recorded instruments, shall also be recorded in the mercantile registry.
The omission of this requisite shall produce the effects mentioned in the preceding article.
ARTICLE 26. Registered documents shall produce legal effect to the prejudice of third persons only
from the date of their registration, and cannot be invalidated by prior or subsequent unregistered
documents.
ARTICLE 27. [Dotal] instruments [and those] referring to paraphernal property of the merchant's wife,
not registered in the mercantile registry, shall have no right of preference over other credits.
Immovable property and real rights over them, acquired by the wife prior to the creation of the
concurrent credits, shall be excepted.
ARTICLE 28. If a merchant should fail to make in the registry the inscription of the [dotal or]
paraphernal property of his wife, the latter herself may request it or it may be done for her by her
parents, by others or uncles by consanguinity, as well as by those who discharge or may have
discharged the duties of guardians or curators of the wife, [or who constitute or may have constituted
the dowry.]
ARTICLE 29. (Repealed) 13
ARTICLE 30. The mercantile registry shall be public. The registrar shall furnish those who may