Title 15

Question 1

A resident agent of a foreign corporation can either be:
I. An individual residing in the Philippines regardless of solvency.
II. A domestic corporation lawfully transacting business in the Philippines.

Answer 1

Only II is true

Question 2

The purposes of appointing a resident agent are the following:
I. Notice affecting the corporation pending the establishment of its local office.
II. Summons and other legal processes in all proceedings for or against the corporation.

Answer 2

Both are true

Question 3

The following are the requisites for a foreign corporation under the Corporation Code:
I. It must be formed, organized, or existing under any laws other than those of the Philippines.
II. The laws of the country where the corporation was organized allow Filipino citizens and corporations to do business in its own country or state.

Answer 3

Both are true

Question 4

I. A foreign corporation must first obtain a license from the SEC and a certificate from the SEC before it can transact business in the Philippines.
II. Where a foreign corporation does business in the Philippines without the proper license, it cannot maintain any action or proceeding before Philippine courts.

Answer 4

Both are true

Question 5

I. The purpose of the law in requiring that a foreign corporation doing business in the Philippines be licensed to do so is to subject such corporation to the jurisdiction of the courts.
II. It is not the absence of the prescribed license but “doing business” in the Philippines without such license which debars the foreign corporation from access to our courts.

Answer 5

Both are true

Question 6

I. If a foreign corporation does business in the Philippines without a license, it cannot sue before the Philippine courts.
II. If a foreign corporation is not doing business in the Philippines, it still needs a license to sue before Philippine courts on an isolated transaction or on a cause of action entirely independent of any business transaction.

Answer 6

Only I is true

Question 7

I. A foreign corporation without a license is not ipso facto incapacitated from bringing an action in Philippine courts. A license is necessary only if a foreign corporation is “transacting” or “doing business” in the country.
II. A party is estopped from challenging the personality of a corporation after having acknowledged the same by entering into a contract with it.

Answer 7

Both are true

Question 8

I. A foreign corporation licensed to transact business in the Philippines may not be allowed to withdraw from the Philippines.
II. The license of a foreign corporation to transact business in the Philippines may be revoked or suspended by the SEC.

Answer 8

Only II is true

Question 9

I. A foreign corporation authorized to transact business in the Philippines need not obtain an amended license in the event it changes its corporate name or desires to pursue in the Philippines other or additional purposes.
II. A foreign corporation applying for a license to transact business in the Philippines shall submit to the SEC a copy of its articles of incorporation and by-laws, certified in accordance with law, and their translation to an official language of the Philippines, if necessary.

Answer 9

Only II is true

Question 10

I. If a foreign corporation does business in the Philippines without a license, a Philippine citizen or entity which has contracted with said corporation may be estopped from challenging the foreign corporation’s corporate personality in a suit brought before Philippine courts.
II. If a foreign corporation does business in the Philippines with the required license, it can sue before Philippine courts only on isolated transactions.

Answer 10

Only I is true

Question 11

I. A foreign corporation’s by-laws, though originating from a foreign jurisdiction, are valid and effective in the Philippines.
II. The appointment of a resident agent of a foreign corporation is revocable at any time at the instance of the corporation.

Answer 11

Only II is true

Question 12

I. Actual transaction of business within the Philippine territory is an essential requisite for the Philippines to acquire jurisdiction over a foreign corporation and thus require the foreign corporation to secure a Philippine business license.
II. If a foreign corporation does not transact such kind of business in the Philippines, even if it exports its products to the Philippines, the Philippines has no jurisdiction to require such foreign corporation to secure a Philippine business license.

Answer 12

Both are true

Question 13

It is formed, organized or existing under any laws other than those of the Philippines and whose laws allow Filipino citizens and corporations to do business in its own country or state.

Answer 13

Foreign corporation

Question 14

A corporation formed, organized, or existing under laws outside the Philippines and licensed to do business within the country.

Answer 14

Foreign Corporation

Question 15

A foreign corporation must obtain a license from the SEC to legally conduct business in the Philippines.

Answer 15

SEC License Requirement

Question 16

A person or entity in the Philippines authorized to receive legal notices on behalf of a foreign corporation.

Answer 16

Resident Agent