November 16, 2018
SEC-OGC OPINION NO. 18-18
RE: MERGER OF A DOMESTIC CORPORATION WITH A FOREIGN CORPORATION LICENSED TO DO BUSINESS IN THE PHILIPPINES
Fortun Narvasa Salazar
23rd Floor, Multinational
Bancorporation Centre
6805 Ayala Avenue, Makati City
Attention: Atty. Roderick R.C. Salazar III
Atty. Criela D.F. Fragrante
Attorneys :
This refers to your letter dated 2 July 2018, requesting an opinion on whether or not a domestic corporation may merge with a foreign corporation doing business in the Philippines, where the intended effect is merely the integration of the domestic corporation and the foreign corporation's Philippine branch. cSEDTC
The request specifically calls for our interpretation of Paragraph 1 of Section 132 of the Corporation Code, viz.:
Section 132. Merger or consolidation involving a foreign corporation licensed in the Philippines. — One or more foreign corporations authorized to transact business in the Philippines may merge or consolidate with any domestic corporation or corporations if such is permitted under Philippine laws and by the law of its incorporation: Provided, That the requirements on merger or consolidation as provided in this Code are followed. (Emphasis supplied)
In your letter, you stated...
