Re: Applicability of Section 43 of the Corporation Code to Joint Venture Partnership

November 3, 2017SEC-OGC OPINION NO. 13-17RE: APPLICABILITY OF SECTION 43 OF THE CORPORATION CODE TO JOINT VENTURE PARTNERSHIPIsla Lipana & Co.29th Floor, Philamlife Tower8767 Paseo de Roxas1226 Makati City, PhilippinesAttention: Mr. Harold S. OcampoPrincipalSir :This refers to your letter dated 06 February 2017, requesting the Commission's opinion on whether or not Section 43 of the Corporation Code ("the Code") applies to Concepcion-Carrier Airconditioning Company ("CCAC"), a general partnership duly registered with the Securities and Exchange Commission ("SEC").You stated in your letter that CCAC is a joint venture partnership between Concepcion Industrial Corporation ("CIC") and Carrier Air Conditioning Philippines, Inc. ("CACPI"). It is engaged in the manufacture, sale, distribution, installation and service of heating, ventilating, air conditioning and refrigeration ("HVACR") products and the provision of HVACR services.You further stated that as a partnership, CCAC does not have a Board of Directors that has the exclusive power to control the assets of the corporation, or the absolute power to declare dividends out of the unrestricted retained earnings of the company. Further, unlike a corporation whose surplus profits...