For purposes of investment by foreign investors in partly nationalizedindustries or businesses, the test applied to determine when a corporation idFilipino corporation is whether at least 60% of its capital stock is owned byFilipino citizens or by corporations the capital stock of which is owned to theextent of at least 60% thereof. If the Filipino ownership is less than 60%, onlythe shares owned by Filipino citizens are considered Filipino owned, and thecorporation is then disqualified from engaging in any business which requiresFilipino ownership to the extent of at least 60% thereof.
APPLICABLE LAW IN INTERNAL AFFAIRS AND INTRACORPORATE DISPUTES
Under Section 129 of the Corporation Code of the Philippines, any corporation lawfullydoing business in the Philippines shall be bound by all laws, rules and regulations applicable todomestic corporations of the same class, save and 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 tothe corporation.
Philippine laws applicable to domestic corporations are applicable to any foreigncorporation lawfully doing business in the Philippines.
The creation, formation, organization or dissolution of the foreign corporation;2.
Those which fix the relations, liabilities, responsibilities, or duties of stockholders,members, or officers of foreign corporations to each other or to the corporation
These are governed by the law of the country where the foreign corporation isincorporated and organized.
Is a controversy: (a) which arises out of intra-corporate or partnership relations betweenand among stockholders, members or associates; between any or all of them and the corporation,partnership or association of which they are stockholders, members or associates, respectively; andbetween such corporation, partnership or association and the State insofar as it concerns theirindividual franchise or right to exist and (b) which is intrinsically connected with the regulation of corporations, partnerships or associations or with those dealing with the internal affairs of suchentities.
WHAT INTRACORPORATE DISPUTES INCLUDE:
Where a director/president of a corporation offered to sell his shares to the corporationand to resign as director and officer thereof effective as soon as his shares are fully paid,which the corporation accepted by passing a board resolution replacing him as