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COMMERCIAL LAW - branch of private law which regulates the juridical relations arising from commercial acts

CHARACTERISTICS OF COMMERCIAL LAW: 1. 2. 3. 4. 5. universal uniform equitable customary progressive

PORTIONS OF CODE OF COMMERCE STILL APPLICABLE: 1. 2. 3. 4. 5. 6. 7. merchants; book of merchants and general provision of contracts joint account association commercial barter transfers of non-negotiable credits commercial contracts of overland transportation letters of credit maritime commerce

OTHERS: 1. Commerce - bringing products from the manufacturers to the consumers


Characteristics of Commerce:



b. rapidity - if period is fixed, debtor in delay without need of demand; if contract does not fix period, 10 days c. intent to join



a. Individuals - legal capacity, 21 years, or subject to parental authority, habitually engaged in commerce b. Juridical Persons - commercial and industrial company organized in accordance with law, habitually engaged in business


General Rule: Minors cannot engage in commerce Exceptions:

a. b. c.

to continue business of deceased parents through guardian court authorizes guardian to place minor and property in business minor is an alien and his national law allows him to be a merchant

5. a. b. c.

Which persons are not allowed to engage in commerce? suffering accessory penalty of civil interdiction (reclusion perpetua and reclusion temporal) those judicially declared insolvent until they can obtain their discharge prohibited by Constitution and special laws

6. a. b.

Aliens capacitated under his national law to engage in business engaged in the business in the Philippines not reserved for the Filipinos


after securing license and BOI certificate

7. Family Code: Either spouse may engage in business; when objected to by the other, court will look into valid grounds, i.e. serious and moral grounds

8. a. b.

BOI Certificate must be obtained by: alien foreign firm

9. a. b. c.

Meaning of Philippine National citizen domestic corporation wholly owned and organized by Filipinos in the Philippines Filipino corporation where Filipino capital entitled to vote is at least 60%

10. Query: If a corporation is a shareholder of another corporation, how do you determine whether the latter corporation is a Filipino national? Answer: The following must concur a. At least 60% of the outstanding capital stock and entitled to vote of both corporations are held by citizens of the Philippines b. At least 60% of the Board of Directors of both corporations are Filipinos

11. Tenor of BOI Certificate a. Business or activity to be engaged is consistent with the Investment Priorities Plan

b. Business will contribute to the sound and balanced development of the national economy in a selfsustaining basis c. Business will not conflict with the Constitution and local laws

d. e.

Business is not adequately exploited by Filipino nationals No danger of monopolies/combinations in restraint of trade

12. Basic Principles/Conditions laid down by BOI a. b. c. d. resident agent of foreign firm is a Filipino citizen establishment of office in the Philippines bringing assets tot he Philippine office as capital complete set of accounting records

13. Merger and Consolidation subject to BOI requirements for the issuance of certificate: When merger and consolidation result in ownership and control of non-Filipino nationals over more than 40% of the capital of a consolidated corporation.

14. SEC License issued upon compliance with the following requirements: a. b. c. proof of compliance with principle of reciprocity BOI certificate Applicant for license gives required information

n articles of incorporation n by-laws n names and addresses of resident agents n principal place of business in the Philippines d. e. proof of solvency deposit acceptable securities to protect future creditors