MCQ for Sections` 145 and 150 of the Revised Corporation Code, In re the Topic on Foreign

Corporations in Conflict of Laws

1. What does it mean when a foreign corporation has designated a specific person to act
as an agent to receive service of summons directed against the foreign corporation?
a. The designation is exclusive and service of summons made upon any person
other than who was designated by the foreign corporation is without force.
b. The designation is a mere suggestion of who should receive summons on behalf
of the foreign corporation. Other persons may still receive the summons.
c. The designation has no effect. The Philippine government is the one who must
designate the agent who will receive summons on behalf of the foreign
corporation.
d. The designation has not effect. Summons must be served to any of the Foreign
corporation’s board members, effected through extra territorial service.

2. Sec. 145 – Designation of Resident Agent

“As a condition to the issuance of the __________ for a foreign corporation to transact
business in the Philippines, such corporation shall file with the Commission a
__________ ____________designating a person who must be a resident of the
Philippines, on whom summons and other legal processes may be served in all actions or
other legal proceedings against such corporation, and consenting that service upon such
resident agent shall be admitted and held as valid as if served upon the duly authorized
officers of the foreign corporation at its home office.

a. Franchise; Written Contract

b. Permit; Written Instrument
c. License; Written Power of Attorney
d. Barangay Clearance; Typewritten Letter

3. Can a foreign corporation, which is not doing business in the Philippines, be sued in local
courts?
a. Yes, they can be sued at any time in our local courts.
b. No, they can never be sued in local courts since they are not doing business in
the Philippines.
c. No, they cannot be sued in local courts. Except if they consent to be sued in our
local courts.
d. Yes, they can be sued in local courts provided that the action is based on a
contract or transaction which is wholly or partially executed within Philippine
territory.

Answer Key
1. What does it mean when a foreign corporation has designated a specific person to act
as an agent to receive service of summons directed against the foreign corporation?
a. The designation is exclusive and service of summons made upon any person
other than who was designated by the foreign corporation is without force.
b. The designation is a mere suggestion of who should receive summons on behalf
of the foreign corporation. Other persons may still receive the summons.
c. The designation has no effect. The Philippine government is the one who must
designate the agent who will receive summons on behalf of the foreign
corporation.
d. The designation has not effect. Summons must be served to any of the Foreign
corporation’s board members, effected through extra territorial service.

EXPLANATION:

Designation of Resident Agents is Conclusive of Summons

- When a foreign corporation has designated a specific person to act as an agent to
receive service of summons directed against the foreign corporation, said
designation is exclusive and service of summons made upon any person other than
who was designated by the foreign corporation is without force. (Poizat v. Morgan,
G.R. No. L-9504, December 5, 1914)

2. Sec. 145 – Designation of Resident Agent

“As a condition to the issuance of the __________ for a foreign corporation to transact
business in the Philippines, such corporation shall file with the Commission a
__________ ____________designating a person who must be a resident of the
Philippines, on whom summons and other legal processes may be served in all actions or
other legal proceedings against such corporation, and consenting that service upon such
resident agent shall be admitted and held as valid as if served upon the duly authorized
officers of the foreign corporation at its home office.

a. Franchise; Written Contract

b. Permit; Written Instrument
c. License; Written Power of Attorney
d. Barangay Clearance; Typewritten Letter
EXPLANATION:

Sec. 145 of the RCC specifically states:

- “As a condition to the issuance of the license for a foreign corporation to transact
business in the Philippines, such corporation shall file with the Commission a written
power of attorney designating a person who must be a resident of the Philippines,
on whom summons and other legal processes may be served in all actions or other
 legal proceedings against such corporation, and consenting that service upon such
resident agent shall be admitted and held as valid as if served upon the duly
authorized officers of the foreign corporation at its home office.

3. Can a foreign corporation, which is not doing business in the Philippines, be sued in local
courts?
a. Yes, they can be sued at any time in our local courts.
b. No, they can never be sued in local courts since they are not doing business in
the Philippines.
c. No, they cannot be sued in local courts. Except if they consent to be sued in our
local courts.
d. Yes, they can be sued in local courts provided that the action is based on a
contract or transaction which is wholly or partially executed within Philippine
territory.

EXPLANATION:

Unlicensed Foreign Corporation’s Isolated Transaction; Manifestation of Consent to be

Subjected to the Jurisdiction of Philippine Courts
- A foreign corporation not doing business in the Philippines can be sued in local
courts provided it is based on a contract or transaction which is wholly or partially
executed within Philippine territory (Cesar L. Villanueva and Teresa S. Villanueva-
Tiansay, Philippine Corporate Law 2018 ed., p. 863)