THE CORPORATION CODE OF THE PHILIPPINES
[Batas Pambansa Blg. 68]
TITLE XV
FOREIGN CORPORATIONS
Sec. 123. Definition and rights of foreign corporations. - For the purposes of this Code, a
foreign corporation is one 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. It shall have the right to transact business in the Philippines after it shall
have obtained a license to transact business in this country in accordance with this Code and
a certificate of authority from the appropriate government agency. (n)
Sec. 129. Law applicable. - Any foreign corporation lawfully doing business in the Philippines
shall be bound by all laws, rules and regulations applicable to domestic corporations of the
same class, except such only as provide for the creation, formation, organization or
dissolution of corporations or those which fix the relations, liabilities, responsibilities, or
duties of stockholders, members, or officers of corporations to each other or to the
corporation. (73a)
Sec. 133. Doing business without a license. - No foreign corporation transacting business in
the Philippines without a license, or its successors or assigns, shall be permitted to maintain
or intervene in any action, suit or proceeding in any court or administrative agency of the
Philippines; but such corporation may be sued or proceeded against before Philippine courts
or administrative tribunals on any valid cause of action recognized under Philippine laws.
(69a)
RULES OF COURT
RULE 4
Venue of Actions
Section 2. Venue of personal actions. — All other actions may be commenced and tried where
the plaintiff or any of the principal plaintiffs resides, or where the defendant or any of the
principal defendants resides, or in the case of a non-resident defendant where he may be
found, at the election of the plaintiff. (2[b]a)
RULE 8
Manner of Making Allegations in Pleadings
Section 6. Judgment. — In pleading a judgment or decision of a domestic or foreign court,
judicial or quasi-judicial tribunal, or of a board or officer, it is sufficient to aver the judgment
or decision without setting forth matter showing jurisdiction to render it. (6)
RULE 11
When to File Responsive Pleadings
Section 2. Answer of a defendant foreign private juridical entity. — Where the defendant is a
foreign private juridical entity and service of summons is made on the government official
designated by law to receive the same, the answer shall be filed within thirty (30) days after
receipt of summons by such entity. (2a)
RULE 14
Summons
Section 12. Service upon foreign private juridical entities. — When the defendant is a foreign
private juridical entity which has transacted business in the Philippines, service may be made
on its resident agent designated in accordance with law for that purpose, or, if there be no
such agent, on the government official designated by law to that effect, or on any of its
officers or agents within the Philippines. (14a)
Section 13. Service upon public corporations. — When the defendant is the Republic of the
Philippines, service may be effected on the Solicitor General; in case of a province, city or
municipality, or like public corporations, service may be effected on its executive head, or on
such other officer or officers as the law or the court may direct. (15)
Section 14. Service upon defendant whose identity or whereabouts are unknown. — In any
action where the defendant is designated as an unknown owner, or the like, or whenever his
whereabouts are unknown and cannot be ascertained by diligent inquiry, service may, by
leave of court, be effected upon him by publication in a newspaper of general circulation and
in such places and for such time as the court may order. (16a)
Section 15. Extraterritorial service. — When the defendant does not reside and is not found
in the Philippines, and the action affects the personal status of the plaintiff or relates to, or
the subject of which is, property within the Philippines, in which the defendant has or claims
a lien or interest, actual or contingent, or in which the relief demanded consists, wholly or in
part, in excluding the defendant from any interest therein, or the property of the defendant
has been attached within the Philippines, service may, by leave of court, be effected out of
the Philippines by personal service as under section 6; or by publication in a newspaper of
general circulation in such places and for such time as the court may order, in which case a
copy of the summons and order of the court shall be sent by registered mail to the last known
address of the defendant, or in any other manner the court may deem sufficient. Any order
granting such leave shall specify a reasonable time, which shall not be less than sixty (60) days
after notice, within which the defendant must answer. (17a)
Section 16. Residents temporarily out of the Philippines. — When any action is commenced
against a defendant who ordinarily resides within the Philippines, but who is temporarily out
of it, service may, by leave of court, be also effected out of the Philippines, as under the
preceding section. (18a)
RULE 23
Depositions Pending Action
Section 11. Persons before whom depositions may be taken in foreign countries. — In a foreign
state or country, depositions may be taken (a) on notice before a secretary of embassy or
legation, consul general, consul, vice-consul, or consular agent of the Republic of the
Philippines, (b) before such person or officer as may be appointed by commission or under
letters rogatory; or (c) the person referred to in section 14 hereof. (11a, R24)
Section 12. Commission or letters rogatory. — A commission or letters rogatory shall be issued
only when necessary or convenient, on application and notice, and on such terms, and with
such direction as are just and appropriate. Officers may be designated in notices or
commissions either by name or descriptive title and letters rogatory may be addressed to the
appropriate judicial authority in the foreign country. (12a, R24)
RULE 39
Execution, Satisfaction and Effect of Judgments
Section 48. Effect of foreign judgments or final orders. — The effect of a judgment or final
order of a tribunal of a foreign country, having jurisdiction to render the judgment or final
order is as follows:
(a) In case of a judgment or final order upon a specific thing, the judgment or final order, is
conclusive upon the title to the thing, and
(b) In case of a judgment or final order against a person, the judgment or final order is
presumptive evidence of a right as between the parties and their successors in interest by a
subsequent title.
In either case, the judgment or final order may be repelled by evidence of a want of
jurisdiction, want of notice to the party, collusion, fraud, or clear mistake of law or fact. (50a)
SPECIAL PROCEEDINGS
RULE 73
Venue and Process
Section 1. Where estate of deceased persons settled. — If the decedents is an inhabitant of
the Philippines at the time of his death, whether a citizen or an alien, his will shall be proved,
or letters of administration granted, and his estate settled, in the Court of First Instance in the
province in which he resides at the time of his death, and if he is an inhabitant of a foreign
country, the Court of First Instance of any province in which he had estate. The court first
taking cognizance of the settlement of the estate of a decedent, shall exercise jurisdiction to
the exclusion of all other courts. The jurisdiction assumed by a court, so far as it depends on
the place of residence of the decedent, or of the location of his estate, shall not be contested
in a suit or proceeding, except in an appeal from that court, in the original case, or when the
want of jurisdiction appears on the record.
RULE 77
Allowance of Will Proved Outside of Philippines and Administration of Estate Thereunder
Section 1. Will proved outside Philippines may be allowed here. — Wills proved and allowed
in a foreign country, according to the laws of such country, may be allowed, filed, and
recorded by the proper Court of First Instance in the Philippines.
General Guardians and Guardianship
RULE 92
Venue
Section 1. Where to institute proceedings. — Guardianship of a person or estate of a minor or
incompetent may be instituted in the Court of First Instance of the province, or in the justice
of the peace court of the municipality, or in the municipal court chartered city where the
minor or incompetent persons resides, and if he resides in a foreign country, in the Court of
First Instance of the province wherein his property or the party thereof is situated; provided,
however, that where the value of the property of such minor or incompetent exceeds that
jurisdiction of the justice of the peace or municipal court, the proceedings shall be instituted
in the Court of First Instance.
In the City of Manila the proceedings shall be instituted in the Juvenile and Domestic Relations
Court.
EVIDENCE
RULE 131
Burden of Proof and Presumptions
Section 3. Disputable presumptions. — The following presumptions are satisfactory if
uncontradicted, but may be contradicted and overcome by other evidence:
(n) That a court, or judge acting as such, whether in the Philippines or elsewhere, was acting
in the lawful exercise of jurisdiction;
Section 24. Proof of official record. — The record of public documents referred to in
paragraph (a) of Section 19, when admissible for any purpose, may be evidenced by an official
publication thereof or by a copy attested by the officer having the legal custody of the record,
or by his deputy, and accompanied, if the record is not kept in the Philippines, with a
certificate that such officer has the custody. If the office in which the record is kept is in foreign
country, the certificate may be made by a secretary of the embassy or legation, consul
general, consul, vice consul, or consular agent or by any officer in the foreign service of the
Philippines stationed in the foreign country in which the record is kept, and authenticated by
the seal of his office. (25a)
Section 25. What attestation of copy must state. — Whenever a copy of a document or record
is attested for the purpose of evidence, the attestation must state, in substance, that the copy
is a correct copy of the original, or a specific part thereof, as the case may be. The attestation
must be under the official seal of the attesting officer, if there be any, or if he be the clerk of
a court having a seal, under the seal of such court. (26a)
Salvador H. Laurel vs. Ramon Garcia

RULE 132 Facts:

Presentation of Evidence The subject property in this case is one of the 4 properties in Japan acquired by the Philippine
government under the Reparations Agreement entered into with Japan, the Roppongi
A. EXAMINATION OF WITNESSES property. The said property was acquired from the Japanese government through
B. AUTHENTICATION AND PROOF OF DOCUMENTS Reparations Contract No. 300. It consists of the land and building for the Chancery of the
Philippine Embassy. As intended, it became the site of the Philippine Embassy until the latter
Section 19. Classes of Documents. — For the purpose of their presentation evidence, was transferred to Nampeidai when the Roppongi building needed major repairs. President
documents are either public or private. Aquino created a committee to study the disposition/utilization of Philippine government
properties in Tokyo and Kobe, Japan. The President issued EO 296 entitling non-Filipino
Public documents are:
citizens or entities to avail of separations' capital goods and services in the event of sale, lease
(a) The written official acts, or records of the official acts of the sovereign authority, official or disposition.
bodies and tribunals, and public officers, whether of the Philippines, or of a foreign country;
Issues:
(b) Documents acknowledge before a notary public except last wills and testaments; and
Whether or not the Chief Executive, her officers and agents, have the authority and
(c) Public records, kept in the Philippines, of private documents required by law to the entered jurisdiction, to sell the Roppongi property.
therein.
Ruling:
All other writings are private. (20a)
It is not for the President to convey valuable real property of the government on his or her
own sole will. Any such conveyance must be authorized and approved by a law enacted by
the Congress. It requires executive and legislative concurrence. It is indeed true that the
Roppongi property is valuable not so much because of the inflated prices fetched by real
property in Tokyo but more so because of its symbolic value to all Filipinos, veterans and
civilians alike. Whether or not the Roppongi and related properties will eventually be sold is
a policy determination where both the President and Congress must concur. Considering the
properties' importance and value, the laws on conversion and disposition of property of public
dominion must be faithfully followed
Saudi Arabian Airlines vs CA
297 SCRA 469 – Conflict of Laws – Private International Law – Situs – Locus Actus
Milagros Morada was working as a stewardess for Saudia Arabian Airlines. In 1990, while she
and some co-workers were in a lay-over in Jakarta, Indonesia, an Arab co-worker tried to rape
her in a hotel room. Fortunately, a roomboy heard her cry for help and two of her Arab co-
workers were arrested and detained in Indonesia. Later, Saudia Airlines re-assigned her to
work in their Manila office. While working in Manila, Saudia Airlines advised her to meet with
a Saudia Airlines officer in Saudi. She did but to her surprise, she was brought to a Saudi court
where she was interrogated and eventually sentenced to 5 months imprisonment and 289
lashes; she allegedly violated Muslim customs by partying with males. The Prince of Makkah
got wind of her conviction and the Prince determined that she was wrongfully convicted
hence the Prince absolved her and sent her back to the Philippines. Saudia Airlines later on
dismissed Morada. Morada then sued Saudia Airlines for damages under Article 19 and 21 of
the Civil Code. Saudia Airlines filed a motion to dismiss on the ground that the RTC has no
jurisdiction over the case because the applicable law should be the law of Saudi Arabia. Saudia
Airlines also prayed for other reliefs under the premises.
ISSUE:
Whether or not Saudia Airlines’ contention is correct.
HELD:
No. Firstly, the RTC has acquired jurisdiction over Saudia Airlines when the latter filed a
motion to dismiss with petition for other reliefs. The asking for other reliefs effectively asked
the court to make a determination of Saudia Airlines’s rights hence a submission to the court’s
jurisdiction.
Secondly, the RTC has acquired jurisdiction over the case because as alleged in the complaint
of Morada, she is bringing the suit for damages under the provisions of our Civil Law and not
of the Arabian Law. Morada then has the right to file it in the QC RTC because under the Rules
of Court, a plaintiff may elect whether to file an action in personam (case at bar) in the place
where she resides or where the defendant resides. Obviously, it is well within her right to file
the case here because if she’ll file it in Saudi Arabia, it will be very disadvantageous for
her (and of course, again, Philippine Civil Law is the law invoked).
Thirdly, one important test factor to determine where to file a case, if there is a foreign
element involved, is the so called “locus actus” or where an act has been done. In the case at
bar, Morada was already working in Manila when she was summoned by her superior to go
to Saudi Arabia to meet with a Saudia Airlines officer. She was not informed that she was
going to appear in a court trial. Clearly, she was defrauded into appearing before a court trial
which led to her wrongful conviction. The act of defrauding, which is tortuous, was committed
in Manila and this led to her humiliation, misery, and suffering. And applying the torts
principle in a conflicts case, the SC finds that the Philippines could be said as a situs of the tort
(the place where the alleged tortious conduct took place).
INTERNATIONAL SCHOOL ALLIANCE OF EDUCATORS (ISAE) vs.
HON. LEONARDO A. QUISUMBING
FACTS:
Private respondent International School, Inc. is a domestic educational institution established
primarily for dependents of foreign diplomatic personnel and other temporary residents. To
enable the School to continue carrying out its educational program and improve its standard
of instruction, the School hires both foreign and local teachers as members of its faculty,
classifying the same into two: (1) foreign-hires and (2) local-hires.
The School grants foreign-hires certain benefits not accorded local-hires. These include
housing, transportation, shipping costs, taxes, and home leave travel allowance. Foreign-hires
are also paid a salary rate twenty-five percent (25%) more than local-hires. Petitioner claims
that the point-of-hire classification employed by the School is discriminatory to Filipinos and
that the grant of higher salaries to foreign-hires constitutes racial discrimination.
ISSUE:
Whether there is indeed a discrimination thus a violation of Equal Protection Clause.
HELD:
Public policy abhors inequality and discrimination. The Constitution directs the State to
promote “equality of employment opportunities for all.” Similarly, the Labor Code provides
that the State shall “ensure equal work opportunities regardless of sex, race or creed.”

Discrimination, particularly in terms of wages, is frowned upon by the Labor Code. Article 135,
for example, prohibits and penalizes the payment of lesser compensation to a female
employee as against a male employee for work of equal value. Article 248 declares it an unfair
labor practice for an employer to discriminate in regard to wages in order to encourage or
discourage membership in any labor organization. The foregoing provisions impregnably
institutionalize in this jurisdiction the long honored legal truism of “equal pay for equal
work.” Persons who work with substantially equal qualifications, skill, effort and
responsibility, under similar conditions, should be paid similar salaries. This rule applies to the
School, its “international character” notwithstanding. In this case, employees should be given
equal pay for work of equal value. That is a principle long honored in this jurisdiction. That is
a principle that rests on fundamental notions of justice. That is the principle we uphold today.