September 7, 1998

Romulo, Mabanta, Buenaventura, Sayoc & De Los Santos

30th Floor, Citibank Tower,
Citibank Plaza
8741 Paseo de Roxas, Makati City
Attention : Attys. Reynaldo G. Geronimo
Jose Luis G. De Dios
Gentlemen:
This refers to your letter dated August 21, 1998, requesting confirmation that a
"foreign corporation" may enter into a partnership with "Philippine corporations", the
former to act as a "general partner" responsible for managing the affairs of the partnership
and the latter acting as "limited partners".
Please be advised that the above proposal may be allowed, subject to the following
conditions:

1.
That the authority to enter into a partnership relation as a general partner is
expressly conferred by the charters or articles of incorporation of the foreign partner; the
nature of the business venture to be undertaken by the partnership is in line with the
business authorized by the charter or articles of incorporation; and the investment of the
foreign partner is allowable under the Foreign Investments Act.

2.
That the foreign partner must obtain a license to transact business in the
Philippines in accordance with the Corporation Code and Foreign Investments Act.

3.
The articles of partnership shall stipulate that the foreign partner, being the general
partner shall be liable for all the obligations of the partnership; that its liability shall not be
limited to its contribution to the partnership but extends to the assets of the foreign
company; that its liability shall not terminate even after the dissolution of the partnership
so as not to relieve the foreign partner of its obligations incurred by reason of its entering
into the partnership as a general partner; and that the resident agent of the foreign
company shall be jointly and severally liable with the foreign principal.

Very truly yours,

(SGD.) DANILO L. CONCEPCION
Associate Commissioner