UST Golden Notes - Special Laws 2

UST GOLDEN NOTES 2011

SPECIAL LAWS Corp. v. IAC, G.R. No. L‐ 68010, May 30, 1986)
Knowledge, however is equivalent to registration.
I. THE CHATTEL MORTGAGE LAW
(ACT 1508 IN REL. TO ARTS. 1484, 1485, 2140 C. REGISTRATION, WHEN AND WHERE
AND 2141 OF THE CIVIL CODE)
Q: What is the period within which to make
A. ESSENTIAL REQUISITES registration and where?

Q: What are the essential requisites for a valid A: There is no specific time within which a chattel
chattel mortgage? mortgage should be recorded but the law is
substantially complied with if registration is
A: made:
1. Constituted to secure fulfillment of the
principal obligation 1. Before the mortgagor has complied
2. Mortgagor is the absolute owner of the with his principal obligation; and
property 2. No right of innocent third parties is
3. Mortgagor has free disposal of the prejudiced.
property, in the absence thereof, that
he be legally authorized for such Q: What is the dual registration rule?
purpose
4. That it involves a personal property. A:
(Sec. 2085,NCC) GR: The property must be registered twice;
first, in the place where mortgagor resides
B. FORMAL REQUISITES and second, in the place where property is
situated. (Sec. 4, Act 1508)
Q : What are the formal requisites for a valid
chattel mortgage? XPN: First, if the mortgagor resides in the
same place where the property is located;
A: second, if the amount of the loan is above P
1. Affidavit of good faith 500,000.00, registration which should be
2. Registration with the Chattel Mortgage made in the city or municipality where the
Registry property is situated. (Sec. 116, P.D. 1159)
3. If necessary, additional registration with
the proper government agency D. AFTER‐ACQUIRED PROPERTY

Q: What is an affidavit of good faith? Q: Can the CM cover after‐acquired properties?

A: A certificate included in the chattel mortgage A:
contract executed by both mortgagor and GR: No, because Section 7 of Act 1508 provides:
mortgagee stating that: A chattel mortgage shall be deemed to cover only
1. The obligation is valid, just and the property described therein and not like or
subsisting; and substituted property thereafter acquired by the
2. It is not one entered into for purposes mortgagor and placed in the same depository as
of fraud. the property originally mortgage.

Q: What is the effect of absence of affidavit of XPN: Where the after‐acquired property is in
good faith? renewal of, or in substitution for, goods on hand
when the mortgage was executed, or is
A: It does not affect the validity of the chattel purchased with the proceeds of the sale of such
mortgage but the same will be unenforceable goods. (Torres v. Limjap, G.R. No. 34385, Sept. 21,
against third persons. 1931)

Q: What is the status of an unrecorded CM? E. AFTER‐INCURRED OBLIGATION

A: The mortgage is valid and binding between the Q: Can the CM cover after‐incurred obligations?
parties. Registration is necessary only for the
purpose of binding third person. (Filipinas Marble A: No, the affidavit of good faith in a CM makes it
obvious that the debt referred to in the law is
236
MERCANTILE LAW TEAM:
ADVISER: ATTY. AMADO E. TAYAG; SUBJECT HEAD: EARL M. LOUIE MASACAYAN;
ASST. SUBJECT HEADS: KIMVERLY A. ONG & JOANNA MAY D.G. PEÑADA; MEMBERS: MA. ELISA JONALYN A. BARQUEZ, ANGELI R. CARPIO,
ANTONETTE T. COMIA, ALBAN ROBERT LORENZO F. DE ALBAN, JOEBEN T. DE JESUS, CHRIS JARK ACE M. MAÑO, ANNA MARIE P. OBIETA,
RUBY ANNE B. PASCUA, FLOR ANGELA T. SABAUPAN, GIAN FRANCES NICOLE C. VILCHES
SPECIAL LAWS
current, not an obligation that is yet merely

contemplated. (Acme Shoe v. CA, G.R. No. A: Equity of redemption may be exercised by the
103576, Aug. 22, 1996) mortgagor after his default in the performance of
his obligation but before the sale of the
Q: What then is the consequence of a CM mortgaged property or confirmation of sale.
covering after‐incurred obligations?
Q: Who may redeem?
A: A promise expressed in a CM to include debts
that are yet to be contracted can be a binding A: The following may redeem if the condition of
commitment that can be compelled upon. The the mortgage is broken:
security itself, however, does not come into 1. Mortgagor
existence or arise until after a CM agreement 2. A person holding subsequent mortgage
covering newly contracted debt is executed either 3. A subsequent attaching creditor (Sec.
by concluding a fresh CM or by amending the old 13, Act 1508)
contract conformably with the form prescribed by
the CM law. The remedy of foreclosure can only I. CLAIM FOR DEFICIENCY
cover the debts extant at the time of constitution
and during the life of the CM sought to be Q: Is the mortgagee entitled to recover the
foreclosed. deficiency?

F. RIGHT OF JUNIOR MORTGAGEE A:
GR: Yes, mortgagee is entitled to recover
Q: What is the right of a subsequent attaching deficiency.
creditor?
XPN:
A: A subsequent attaching creditor acquired the 1. Recto Law
properties in question subject to the creditor’s 2. In accommodation mortgages, the
mortgage lien as it existed thereon at the time of accommodation mortgagor is liable only
the attachment. What may be attached in this to the extent of the value of the
case is only the equity or right of redemption of mortgaged property;
the mortgagor. (Allied Banking Corporation v. 3. Due to death of mortgagor. (Vda. De
Salas, G.R. No. L‐49091, Dec. 13, 1988) Jacob v. CA, G.R. No. 88602, Apr. 6,
1990)
G. FORECLOSURE PROCEDURE
Q: When does the Recto Law apply (Articles 1484
Q: When and how is foreclosure of CM & 1485 of the civil code Civil Code)?
conducted?
A:
A: After 30 days from the time the condition is 1. Sale of personal property, the price of
broken: which is payable in two or more
1. At a public auction by a public officer installments
2. Provided at least 10 days notice of the
time, place, and purpose of such sale 2. Contracts purporting to be leases of
has been posted at two or more public personal property with option to buy
places in such municipality (Art. 1485, NCC)
3. At a public place in the municipality
where the mortgagor resides, or where Q: What are the requisites for the sale to be
the property is situated covered under the Recto Law?

H. REDEMPTION A:
1. Sale of personal property
Q: Is there a right of redemption in CM? 2. Payable in installments
3. CM constituted over the same property
A: There is no right of redemption in Chattel
Mortgage. There is only an equity of redemption. Note: It does not contemplate a sale on straight
term in which the balance, after payment of initial
Q: When is equity of redemption may be sum, should be paid in its totality at the time
exercised? specified in the promissory note. (Levy Hermanos

237
ACADEMICS CHAIR: LESTER JAY ALAN E. FLORES II U N I V E R S I T Y O F S A N T O T O M A S
VICE CHAIRS FOR ACADEMICS: KAREN JOY G. SABUGO & JOHN HENRY C. MENDOZA
V ICE CHAIR FOR ADMINISTRATION AND FINANCE: JEANELLE C. LEE Facultad de Derecho Civil
VICE CHAIRS FOR LAY‐OUT AND DESIGN: EARL LOUIE M. MASACAYAN & THEENA C. MARTINEZ

Inc. v. Lazaro Blas Gervaci, G.R. No. 46306, Oct. 27, Q: What is the nature of REM?
1939)
A: It creates real right over the property, such
Q: Under the Recto Law, what are the remedies that in subsequent transfers by the mortgagor,
of the unpaid seller? the transferee must respect the mortgage.

A: B. REMEDIES AVAILABLE TO MORTGAGEE UPON
1. Exact fulfillment of the obligation, DEFAULT OF THE MORTGAGOR
should the vendee fail to pay (action for
specific performance) Q: What are the alternative remedies of the
2. Cancel the sale, should the vendee’s mortgagee?
failure to pay cover two or more
installments (rescission); or A:
3. Foreclose the chattel mortgage on the 1. Mortgagor is living
thing sold, should the vendee’s failure a. Foreclosure
to pay cover 2 or more installments. a. Judicial (Rule 68, ROC)
b. Extrajudicial (Act 3135)
Q: Can the unpaid seller avail of all remedies? b. Ordinary action for collection of
money – effect is waiver of REM
A: No, the remedies are alternative.
2. Mortgagor is dead
Note: However, recovery of property through a a. Waive the mortgage and claim the
replevin case preparatory to foreclosure will not bar entire debt from the estate of the
the other remedies if there was no actual mortgagor as an ordinary claim
foreclosure. If seller‐mortgagee opts to file an action
b. Judicial foreclosure; and
for specific performance, he shall be deemed to have
c. Rely on the mortgage. (Sec. 7, Rule
waived his right as a mortgagee but may still levy on
86. ROC)
the mortgaged property (on execution).
d. Extrajudicial foreclosure (Act 3135)
Q: Is the mortgagee’s letter informing the before it is barred by prescription
mortgagor of his intent to foreclose is already without right to file a claim for any
considered a foreclosure of the chattel? deficiency. (Vda. De Jacob v. CA,
G.R. No. 88602, Apr. 6, 1990)
A: No. A mere offer by the mortgagor to
C. NEED FOR SPECIAL POWER OF ATTORNEY
surrender the chattel, not accepted by the

mortgagee, does not preclude the mortgagee
Q: Why is special of power of attorney needed?
from bringing suit to recover the balance of the

purchase price. (Industrial Finance Corp v. Castor
A: Because an extrajudicial foreclosure may only
Tobias, G.R. No. L‐41555, July 27 1977)
be effected if the mortgage contract covering a

II. REAL ESTATE MORTGAGE LAW (ACT 3135, AS real estate, clause is incorporated therein giving
AMENDED BY RA 4118) the mortgagee the power, upon default of the
debtor to foreclose the mortgage by an
extrajudicial sale of the mortgaged property
A. COVERAGE
(Pineda, Credit Transactions and Quasi‐contracts,
Q: What is real estate mortgage (REM)? 2006).

D. AUTHORITY TO FORECLOSE EXTRAJUDICIALLY
A: It is a contract whereby the debtor secures to

the creditor the fulfillment of a principal
Q: May the authority to sell may be done in a
obligation, specially subjecting to such security
separate document but annexed to the contract
immovable property or real rights over
of mortgage?
immovable property which obligation shall be
satisfied with the proceeds of the sale of said
A: Yes (Pineda, Credit Transactions and Quasi‐
property or rights in case the said obligation is not
contracts, 2006).
complied with at the time stipulated.

238
SPECIAL LAWS
Q: Is the authority extinguished by the death of Note: A certificate of posting is not

the mortgagor or mortgagee? indispensable for the validity of an
extra judicial foreclosure sale of real
A: No, because it is an essential and inseparable property. What the law requires is
part of a bilateral agreement (G.R. No. L‐21813, July the posting of the notice of sale and
30, 1966). not the certificate of posting. (DBP v.
CA G.R. No. 125838 June 10, 2003)
E. FORECLOSURE PROCEDURE
5. Foreclosure – the remedy available to
Q: What are the stages in extra‐judicial the mortgagee by which he subjects the
foreclosure? mortgaged property to the satisfaction
of the obligation to secure which the
A: mortgage was given. (59 C.J.S. 482)
1. Execution of contract of loan and REM
agreement with the corresponding SPA. 6. Registration of sale with the RD – This
pertains to the annotation of the sale to
2. Default of the mortgagor‐debtor either the TCT on file with the RD.
by:
a. Non‐payment; or 7. Redemption – The mortgagor reacquires
b. Violation of the terms of the loan or buys back the property, which may
or REM agreement. have passed under the mortgage.

3. Filing of petition for sale with clerk of 8. Consolidation of title – By filing affidavit
court who acts as ex‐officio sheriff with RD. The Affidavit of Consolidation
(A.M. No. 99‐10‐05‐00). Afterwards, of Title must indicate the relevant dates
the clerk of court will raffle it among to show mortgagor’s failure to redeem
the sheriffs, who shall conduct the within the allowable time. This enables
foreclosure sale once given the the mortgagee to acquire full ownership
authority to do so. over the property. His inchoate right
ripens to full ownership.
Note: Petition is filed where the property
is located. In case the mortgaged 9. Cancellation of the title of the
properties are located in different mortgagor and Issuance of a new title in
provinces, the venue of the extrajudicial favor of mortgagee – The basis of which
foreclosure proceedings is the place is the order of court confirming the sale.
where each of the mortgaged property is
located. 10. Petition for a writ of possession – There
is no need to file an ejectment suit.
A mortgage action prescribes in 10 years Here, the mortgagee employs force to
from the time the right of action accrues, oust the mortgagor from the property.
that is, from the time the mortgagor This writ may be even issued during
defaults in the payment of his obligation redemption period provided the
to the mortgagee and not from the date mortgagee issued a bond, but the grant
of the execution of the mortgage contract. of which is discretionary on the part of
(Cando v. Spouses Olazo, G.R. No. 160741,
the court. But if the petition for the
Mar. 22, 2007)
writ is filed after the expiration of the

redemption period, the issuance of
4. Compliance with certain jurisdictional
which is ministerial on the part of the
requirements:
court. This writ can be issued without
a. Publication – in a newspaper of
the issuance of a bond; in fact it can
general circulation once a week for
even be issued ex parte. The writ
3 consecutive weeks; and
cannot be suspended even by the filing
b. Posting – of the notice of sale for
of the mortgagor of an action to annul
not less than 20 days in at least 3
the foreclosure sale.
public/conspicuous places in the

province or municipality where

property is located.

239

Q: What is meant by “once a week for three A: If the winning bidder is able to secure
consecutive weeks”? possession, the mortgagor may petition that the
sale is set aside and the writ of possession be
A: A period of 7 days, inclusive of the first day of cancelled on the ground that he wasn't in
publication. The publication must be made 7 days default or that the sale wasn't made in
apart. (PNB v. CA, G.R. No. 108870, July 14, 1995) accordance with Act 3135. This must be filed
within 30 days from issuance of the writ of
Q: Is there a need for personal notice? possession

A: No, because foreclosure of CM is an action in H. REDEMPTION
rem whereby mere publication is enough to
confer jurisdiction over the subject matter. Q: Who may redeem?
Personal notice to the parties is not necessary.
(GSIS v. CA, G.R. No. 40824, Feb. 23, 1989) A: The debtor, his successors‐in‐interest, or
any judicial creditor or judgment creditor of said
Q: What happens when the foreclosure sale is debtor, or any person having a lien on the
postponed? property subsequent to the mortgage or deed
of trust under which the property is sold,
A: The notice of sale must be republished once a may redeem the same at any time within the
week for three consecutive weeks, otherwise, term of 1 year from and after the date of the
foreclosure is invalid. (Tambunting v. CA, G.R. No. sale and such will be governed by the rules of
L‐48278, Nov. 8, 1988) Court.

Q: Is the rule on republication absolute? Q: What is the amount of redemption price?

A: A: The redemption price would be the
GR: Yes. mortgaged obligation plus the interest as
XPN: stipulated in the original obligation.
1. The sale was not finished and is
continued the following day until Q: What is the rule as to the redemption price in
completed; or case the mortgagee is a banking institution?
2. When there is waiver.
A: Where the mortgagee is a banking institution,
F. POSSESSION BY PURCHASER OF FORECLOSED the redemption price is the amount fixed by the
PROPERTY court in the order of execution or the amount due
under the mortgaged deed. (Tolentino v. CA, G.R.
Q: Who retains possession of the foreclosed No. 171354, Mar. 7, 2007)
property?
Q: What is the redemption price in case of
A: Upon foreclosure, the mortgagor shall remain accomodation mortgagors?
in possession of the property until the period to
redeem expires and no redemption was made. A: Accommodation mortgagors are not liable for
If the winning bidder wants to take the payment of the loan of the debtor. The
possession during the redemption period, he liability of the accommodation mortgagors
may execute a bond in the amount equivalent to extends only up to the loan value of their
the use of the property for 12 months, to mortgaged property and not to the entire loan
indemnify the debtor in case it be shown that the itself. Hence, it is only just that they be allowed
sale was made without violating the mortgage or to redeem their mortgaged property by paying
without complying with the requirements of the only the winning bid price thereof (plus interest
Act. Upon approval, a writ of possession will be thereon) at the public auction sale. (Belo v. PNB,
issued in his favor. G.R. No. 134330, Mar. 1, 2001)

G. REMEDY OF DEBTOR IF FORECLOSURE IS NOT Q: When must the buyer exercise the right of
PROPER redemption?

Q: What is the remedy of debtor if foreclosure is A: One year from the date of registration of
not proper? certificate of sale.

240
SPECIAL LAWS
Note: The exercise of the right of redemption is an Q: What are the remedies availing in favor of
implied admission of the regularity of the third parties adversely affected by the order for
foreclosure sale and estops the mortgagor from later the issuance of the writ of possession in favor of
impugning its validity on that ground. Redemption is the winning bidder?
inconsistent with the claim of the invalidity of the
sale. A:
1. Terceria to determine whether the
Q: When does the one year period for sheriffs has rightly or wrongfully taken
redemption not apply? hold of the property not belonging to
the judgment debtor or obligor; and
A: It does not apply to real estate mortgages 2. An independent separate action to
constituted by juridical persons in favor of a bank, vindicate their claim of ownership
quasi‐bank or trust entity. Right to redeem can and/or possession over the foreclosed
only be exercised until but not after the property. (China Banking Corporation v.
registration of the certificate of sale or 3 months Ordinario, G.R. No. 121943, Mar. 24,
from foreclosure, whichever is earlier, under the 2003)
following conditions:
1. Mortgagor must be a juridical person Note: A third party in possession of the
that is either a partnership or a property who is claiming a right adverse to
corporation that of the debtor/mortgagor may not be
2. Mortgagee is a bank, quasi‐bank or trust dispossessed on the strength of a mere ex
entity; and parte possessory writ, since to do so
3. Foreclosure is done extra judicially. would be tantamount to his summary
ejectment. (Penson v. Spouses Maranan,
Q: What is the effect of filing an action to annul G.R. No. 148630, June 20, 2006). The
the foreclosure sale during the one‐year available remedies are cumulative.
redemption period?
Q: What is the effect of a pending action for
A: It will not toll the running of the one‐year annulment of sale?
redemption period. (MBTC v. Spouses Tan, G.R.
No. 159934, June 26, 2008) A: the mortgagee is still entitled to writ of
possession, without prejudice to the eventual
Note: A judicial action instituted for the sole purpose outcome of the said case. (Baldueza vs. CA, G.R.
of determining the amount of the redemption price, No. 155813, October 15, 2008)
if filed before the expiration of the original period to
redeem, has the effect of a valid exercise of the right J. ANNULMENT OF SALE
to redeem and will suspend the running of the
period of redemption even if unaccompanied by a Q: Is the filing of an action to nullify the
simultaneous tender of the redemption price. extrajudicial sale a prejudicial question to the
However, before this rule can be made to apply, it is petition filed by the mortgagee for the issuance
essential that the judicial action was instituted by of the writ of possession?
the mortgagor in good faith and not merely designed
to delay the redemptive period indefinitely. (Heirs of A: No, a complaint for annulment of extrajudicial
Norberto Quisumbing v. PNB, G.R. No. 178242, Jan.
sale is a civil action and a petition for the issuance
20, 2009)
of writ of possession is but an incident to the land

registration proceeding hence no prejudicial
I. WRIT OF POSSESSION
question can arise from the two actions. (Pahang

vs. Vestil GR. No. 148595, July 12, 2004).
Q: When is the issuance of the Writ of

Possession a ministerial duty of the court?
Q: Is the filing of the annulment of sale toll the 1

year redemption period?
A: The writ may be issued during redemption

period provided the mortgagee gives a bond, the
A: No, Settled is the rule that the period within
grant of which is discretionary on the part of the
which to redeem the property sold at a sheriff’s
court. But if the petition for the writ is filed after
sale is not suspended by the institution to annul
the expiration of the redemption period, the
the foreclosure sale (Metrobank vs. Sps. Tan, G.R.
issuance is ministerial on the part of the court
No. 178449, October 17, 2008).

241

III. TRUTH IN LENDING ACT (RA 3765) (TILA) C. COVERED AND EXCLUDED TRANSACTIONS

A. PURPOSE Q: What are the credit transactions covered by
TILA?
Q: What is the purpose of Truth in Lending Act
(TILA)? A:
1. Loans, mortgages, deeds of trust,
A: To protect persons from a lack of awareness of advances and discounts;
the true cost of credit and to prevent the 2. Conditional sales contracts, any
uninformed use of credit. contract to sell, or sale or contract of
sale of property or services, either for
B. OBLIGATION OF CREDITORS TO PERSON TO present or future delivery, under which
WHOM CREDIT IS EXTENDED part or all of the price is payable
subsequent to the making of such sale
Q: When does TILA apply? or contract;
3. Any rental‐purchase contract;
A: It applies to creditors who extend loans, sales 4. Any contract for the hire, bailment or
on installments and other credit transactions. leasing of property;
5. Any option, demand, lien, pledge or
Q: What are the items required to be disclosed? other claim against, or for delivery of,
property or money;
A: 6. Any purchase, or other acquisition of, or
1. In credit sales: any credit upon the security of, any
a. Cash price or delivered price; obligation or claim arising out of any of
b. Credit for down‐payment or trade‐ the foregoing; and
in; 7. Any transaction or series of transactions
c. Total amount to be financed; having a similar purpose or effect. (Sec.
d. Charges not incident to the sale; 3)
e. Finance charges – amounts to be
paid by the debtor incident to the Q: What transactions are not covered by TILA?
extension of credit such as
interests, discounts, collection A:
fees, credit investigation fees and 1. Those which do not involve the
attorney’s fees; payment of any finance charges by the
f. Percentage of the finance charges debtor; and
o the amount to be financed; 2. Where the debtor is the one specifying
g. Effective interest rate; a definite and fixed set of credit terms
h. Repayment program; and such as bank deposits, insurance
i. Default or delinquency charges or contracts, sale of bonds, etc.
late payments. (Sec. 4, TILA)
D. CONSEQUENCES OF NON‐COMPLIANCE WITH
2. In consumer loans: OBLIGATION
a. Amount of credit;
b. Charges; Q: What is the effect of non‐compliance with
c. Amount to be financed; TILA?
d. Amount of finance charge;
e. Effective interest rates; A:
f. Percentage of finance charge and ON TRANSACTION ON CREDITOR
amount to be financed; Failure to disclose to any person any information in
g. Default or delinquency charges; violation of TILA or any regulation issued.
and (Sec. 6 [a])
h. Description of security. Liable in the amount of
P100 or in an amount
Charges not itemized
Q: When and how should disclosure be made? equal to twice the
cannot be collected. If
finance charged
already paid, can be
A: Prior to the consummation of the transaction required by such
recovered
creditor, whichever is
and in a clear statement in writing.
the greater, however,

such liability shall not
242
SPECIAL LAWS
exceed P2,000 on any and transfer companies and other

credit transaction. similar entities; and
Willful violation of any provision of TILA or any 10. Other entities administering or
regulation issued. otherwise dealing in currency,
Shall be liable to a fine commodities or financial derivatives
Except as provided in
of not less than P1,000 based thereon, valuable objects, cash
subsec. (a),
or more than P5,000 or substitutes, and other similar monetary
nothing shall affect the
imprisonment for not instruments or property supervised or
validity or enforceability
less than 6 months, nor regulated by SEC. (Sec. 3 R.A. 9160, as
of any contract or
more than one year or
transactions. amended)
both.

C. OBLIGATION OF COVERED INSTITUTIONS
Q: When must an action for violation of the

Truth in Lending Act be brought?
Q: What is the obligation of the covered

institutions?
A: Within 1 year from the date of the occurrence

of the violation.
A: They are mandated by the AMLA to submit

covered and suspicious transaction reports to the
IV. ANTI‐MONEY LAUNDERING. ACT OF 2001
AMLC.
(R.A. 9160 AS AMENDED BY RA 9194)

D. COVERED TRANSACTIONS
A. POLICY OF THE LAW

Q: What are Covered Transactions?
Q: What is the policy for the enactment of the

Anti‐Money Laundering Act?
A: These are single transactions in cash or other

equivalent monetary instrument involving a total
A: To protect and preserve the integrity and
amount in excess of 500,000.00 within 1 banking
confidentiality of bank accounts and to ensure
day.
that the Philippines shall not be used as a money

laundering site for the proceeds of any unlawful Note: These transactions are required to be
activity. (Sec. 1 R.A. 9160, as amended) reported to the Anti‐Money Laundering Council.

B. COVERED INSTITUTIONS E. SUSPICIOUS TRANSACTIONS

Q: What are the covered institutions? Q: What are Suspicious Transactions?

A: A: Regardless of amount, if any of the following is
1. Banks present:
2. Non‐banks
3. Quasi‐banks 1. No underlying economic, trade or legal
4. Trust entities justification
5. All other institutions, their subsidiaries 2. Client not properly identified;
and affiliates supervised or regulated by numbered accounts are allowed
BSP provided client is identified
6. Insurance companies and all other 3. Transaction is not commensurate with
institutions supervised and regulated by financial capability of the client
the Insurance Commission 4. Transaction is so structured that it
7. Securities dealers, brokers, salesmen, cannot be reported to the AMLC
investment houses and other similar 5. Transaction which deviates from usual
entities managing securities or profile of the client
rendering services as investment agent, 6. Relates to unlawful activity as defined
advisor, or consultant by law
8. Mutual funds, closed‐end investment 7. Analogous transactions
companies, common trust funds, pre‐
need companies and other similar
entities
9. Foreign exchange, corporations, money
changers, money payments, remittance

243

F. WHEN IS MONEY LAUNDERING COMMITTED against non‐combatant persons and
similar targets
Q: What is the meaning of Money Laundering? 13. Fraudulent practices and other violations
under the SRC of 2000;
A: A crime whereby the proceeds of unlawful 14. Felonies or offenses of a similar nature
activity are transacted, making them appear to that are punishable under the penal laws
have come from lawful transaction. (Sec. 4 R.A. of other countries. (Sec. 3(i) R.A. 9160, as
9160, as amended) amended)

Q: How is money laundering committed? Q: Alvin is jobless but is reputed to be a jueteng
operator. He has never been charged or
A: It is committed by the following persons: convicted of any crime. He maintains several
bank accounts amounting to P100 Million. AMLC
1. Any person knowing that the monetary charged Alvin with violation of the Anti‐Money
instrument or property represents, Laundering Law. Can Alvin move to dismiss the
involves, or relates to, the proceeds of case on the ground that he has no criminal
any unlawful activity, transacts or record?
attempts to transact said monetary
instrument or property A: No. The contention of Alvin is not tenable
because under AMLA, "money laundering crime"
2. Any person knowing that any monetary committed when the proceeds of an "unlawful
instrument or property involves the activity," like jueteng operations, are made to
proceeds of any unlawful activity appear as having originated from legitimate
performs or fails to perform any act as a sources.
result of which he facilitates the offense
referred to in No. 1 above The money laundering crime is separate from the
unlawful activity of being a jueteng operator, and
3. Any person knowing that any monetary requires no previous conviction for the unlawful
instrument or property is required activity. (Sec. 3, AMLA)
under this Act to be disclosed and filed
with the Anti‐Money Laundering
Q: In disclosing Alvin's bank accounts to the
Council (AMLC), fails to do so. (Sec 4
AMLC, did the bank violate any law?
R.A. 9160, as amended)

A: No, the bank did not violate any law. The bank
G. UNLAWFUL ACTIVITIES OR PREDICATE CRIMES
being specified as a "covered institution" under

the Anti‐Money Laundering Law, is obliged to
Q: What are considered as unlawful activities or
report to the AMLC covered and suspicious
predicate crimes under AMLA?
transactions, without thereby violating any law.

This is one of the exceptions to the Secrecy of
A: These refer to any act or omission or series or
Bank Deposit Act.
combination thereof involving or having direct
relation to the following:
H. ANTI‐MONEY LAUNDERING COUNCIL
1. Kidnapping for ransom
2. Drug trafficking and related offenses Q: What is the purpose of the law on creating
3. Graft and corrupt practices the AMLC?
4. Plunder
5. Robbery and Extortion A: AMLC is created to:
6. Jueteng and Masiao 1. To protect and preserve the integrity and
7. Piracy confidentiality of bank accounts;
8. Qualified theft 2. To ensure that the Philippines shall not
9. Swindling be used as a money laundering site for
10. Smuggling proceeds of any unlawful activity; and
11. Violations under the Electronic 3. To extend cooperation in transnational
Commerce Act of 2000 investigation and prosecution of person
12. Hijacking, destructive arson, and murder, involved in money laundering activities
including those perpetrated by terrorists wherever committed.

244
SPECIAL LAWS
I. FUNCTIONS
11. To impose administrative sanctions for
Q: What are the functions of AMLC? the violation of laws, rules, regulations
and orders and resolutions issued
A: pursuant thereto. (Sec. 7 R.A. 9160, as
1. To require and receive reports of amended)
suspicious transactions from covered
institutions 12. To examine or inquire into bank
deposits/investments upon order of any
Note: Covered institutions include, (banks and competent court in cases of violation of
all other institutions and their subsidiaries and the AMLA, when it has been established
affiliates supervised or regulated by BSP; that there is probable cause that the
insurance companies and all other institutions deposits/investments are related to an
supervised or regulated by the IC; and unlawful activity. (Sec. 11 R.A. 9160, as
securities dealers and other entities supervised amended)
or regulated by the SEC)

Note: No court order, however, is necessary in cases
2. To issue orders addressed to the involving kidnapping for ransom; narcotics offenses;
Supervising Authority or the covered and hijacking, destructive arson and murder,
institution including those perpetrated by terrorists against
non‐combatant persons and similar targets.
3. To institute civil forfeiture proceedings
and all other remedial proceedings J. FREEZING OF MONETARY INSTRUMENT OR
through the OSG PROPERTY

4. To cause the filing of complaints with Q: Who has jurisdiction for violations of AMLA?
the DOJ or the Ombudsman for the A:
prosecution of money laundering 1. RTC – all cases on money laundering
offenses
2. Sandiganbayan – Those committed by
5. To investigate suspicious transactions public officers and private persons in
and covered transactions deemed conspiracy with them. (Sec. 5 R.A. 9160,
suspicious after an investigation by as amended)
AMLC
Q: Which court has the jurisdiction to issue a
6. To apply before the CA, ex parte, for the freeze order?
freezing of any monetary
instrument/property alleged to be A: It is solely the CA which has the authority to
proceeds of any unlawful activity as issue a freeze order upon application ex parte by
defined in the AMLA the AMLC and after determination that probable
cause exists.
7. To implement such measures as may be
necessary and justified to counteract It also has the exclusive jurisdiction to extend
money laundering existing freeze orders previously issued by the
AMLC vis‐à‐vis accounts and deposits related to
8. To receive and take action in respect of money‐laundering activities. (Republic v. Cabrini
any request for assistance from foreign Green & Ramos, G.R. No. 154522, May 5, 2006)
states in their own anti‐money
laundering operations K. AUTHORITY TO INQUIRE INTO BANK DEPOSITS

9. To develop educational programs on Q: When may the Anti‐Money Laundering
the pernicious effects of money Council (AMLC) inquire into bank deposits?
laundering.
A:
10. To enlist the assistance of any branch, GR: Only upon order of any competent court in
department, bureau, office, agency or cases of violation of R.A. 9160, as amended.
instrumentality of the government,
including GOCCs in undertaking any and
all anti‐money laundering operations

245

XPN: No need of court order in cases of encouraged to undertake measures that
Kidnapping, Hijacking, Drugs, Arson, Murder. (Sec. will gradually increase Filipino
11 R.A. 9160, as amended) participation in their businesses by
a. Taking in Filipino partners,
V. FOREIGN INVESTMENTS ACT b. Electing Filipinos to the board
of directors,
A. POLICY OF THE LAW c. Implementing transfer of
technology to Filipinos,
Q: What is the state policy of the law? d. Generating more employment
for the economy and
A: e. Enhancing skills of Filipino
1. It is the policy of the State to attract, workers. (Sec. 2, RA 7042)
promote and welcome productive
investments in activities which B. DEFINITION OF TERMS
significantly contribute to national
industrialization and socio‐economic Q: What is foreign investment?
development to the extent that foreign
investment is allowed in such activity by A: It is an equity investment made by non‐
the Constitution and relevant laws from Philippine national in the form of foreign
a. Foreign individuals exchange and/or other assets actually transferred
b. Partnerships to the Philippines and duly registered with the
c. Corporations Central Bank which shall assess and appraise the
d. Governments, including their value of such assets other than foreign exchange.
political subdivisions
Q: What are considered as “doing or transacting
2. Foreign investments shall be business” in the Philippines for foreign
encouraged in the enterprises that corporations?
significantly expand livelihood and
employment opportunities for Filipinos A:
by 1. Soliciting orders, service contracts, and
a. Enhancing economic value of opening offices
farm products; 2. Appointing representatives, distributors
b. Promoting the welfare of domiciled in the Philippines or who stay
Filipino consumers; for a period or periods totaling 180 days
c. Expanding the scope, quality or more
and volume of exports and 3. Participating in the management,
their access to foreign supervision or control of any domestic
markets; business, firm, entity, or corporation in
d. And/or transferring relevant the Philippines
technologies in agriculture, 4. Any act or acts that imply a continuity of
industry and support services. commercial dealings or arrangements,
and contemplate to some extent the
3. Foreign investments shall be welcome performance of acts or works or the
as a supplement to Filipino capital and exercise of some functions normally
technology in those enterprises serving incident to and in progressive
mainly the domestic market. prosecution of, the purpose and object
of its organization (Sec 3 (c), R.A. 7042).
4. GR: There are no restrictions on extent
of foreign ownership of export Q: What are considered as “NOT doing or
enterprises. In domestic market transacting business” in the Philippines for
enterprises, foreigners can invest as foreign corporations?
much as 100% equity
A:
XPN: In areas included in the negative 1. Mere investment as shareholder and
list. exercise of rights as investor
2. Having a nominee director or officer to
5. Foreign‐owned firms catering mainly to represent its interest in the corporation
the domestic market shall be
246
SPECIAL LAWS
3. Appointing a representative or distributor 4. Corporations organized abroad and

which transacts business in its own name registered as doing business in the
and for its own account Philippines under the Corporation Code
4. Publication of a general advertisement of which 100% of the capital stock
through any print or broadcast media entitled to vote belong to Filipinos.
5. Maintaining a stock of goods in the
Philippines solely for the purpose of Note: However, it provides that where a corporation
having the same processed by another and its non‐Filipino stockholders own stocks in a
entity in the Philippines SEC‐registered enterprise, at least 60% of the capital
6. Consignment by the foreign corporation of stock outstanding and entitled to vote of both
equipment with a local company to be corporations and at least 60% of the members of the
used in the processing of products for board of directors of both corporations must be
Filipino citizens (DOUBLE 60% RULE).
export

7. Collecting information in the Philippines
Q: Who are considered non‐Philippine
8. Performing services auxiliary to an existing
nationals?
isolated contract of sale which are not on

a continuing basis.
A: Those who do not belong to the definition of a

Philippine national.
Q: What is Export Enterprise?

Q: What is needed for a non‐Philippine national
A: It is an enterprise wherein a manufacturer,
but not disqualified by law may do business or
processor or service [including tourism]
invest in a domestic enterprise up to 100% of its
enterprise exports sixty percent (60%) or more of
capital without need of prior approval?
its output, or wherein a trader purchases

products domestically and exports sixty per cent
A: Register with the Securities and Exchange
(60%) or more of such purchases. (Sec 3 (e), R.A.
Commission (SEC) or with the Bureau of Trade
7042).
Regulation and Consumer Protection (BTRCP) of

the Department of Trade and Industry in the case
Q: What is domestic market enterprise?
of single proprietorship.

A: It is an enterprise which produces goods for
Q: May SEC or BTRCP impose any limitations on
sale, or renders services to the domestic market
the extent of foreign ownership in an enterprise
entirely or if exporting a portion of its output fails
additional to those provided in R.A. 7042?
to consistency export at least 60% thereof. (Sec 3

(e), R.A. 7042).
A:

GR: The SEC or BTRCP, as the case may be,
Non‐Philippine nationals may own up to one
shall not impose any limitations on the
hundred percent [100%] of domestic market
extent of foreign ownership in an enterprise
enterprises unless foreign ownership therein is
additional to those provided in R.A. 7042.
prohibited or limited by the Constitution and

existing law or the Foreign Investment Negative.
XPNs:
(Sec. 7, R.A. 7042)
1. That any enterprise seeking to avail of

incentives under the Omnibus
C. REGISTRATION OF INVESTMENTS OF NON‐
Investment Code of 1987 must apply for
PHILIPPINE NATIONALS
registration with the Board of

Investments (BOI), which shall process
Q: Who are considered Philippine nationals?
such application for registration in

accordance with the criteria for
A:
evaluation prescribed in said Code;
1. A citizen of the Philippines

2. A domestic partnership or association
2. That a non‐Philippine national intending
wholly owned by citizens of the
to engage in the same line of business
Philippines;
as an existing joint venture, in which he
3. Corporations organized under Philippine
or his majority shareholder is a
laws of which 60% of the capital stock
substantial partner, must disclose the
outstanding and entitled to vote is
fact and the names and addresses of
owned and held by Filipino citizens;
the partners in the existing joint

247

venture in his application for
registration with the SEC. 3. In addition to the foregoing, any
person, firm or juridical entity involved
D. FOREIGN INVESTMENT IN EXPORT shall be subject to forfeiture of all
ENTERPRISES benefits granted under R.A. 7042. (Sec
14)
Q: What are rules regarding foreign registration
in export enterprises? E. FOREIGN INVESTMENT DOMESTIC MARKET
ENTERPRISES
A:
1. Foreign investment in export enterprises
Q: What is the rule regarding foreign investment
whose products and services do not fall
in domestic market enterprises?
within Lists A and B of the Foreign
Investment Negative List is allowed up to
100% ownership A: Non‐Philippine nationals may own up to 100%
of domestic market enterprises unless foreign
2. Export enterprises which are non‐ ownership therein is prohibited or limited by the
Philippine nationals shall register with Constitution and existing law or the Foreign
BOI and submit the reports that may be Investment Negative List.
required to ensure continuing
compliance of the export enterprise with F. FOREIGN INVESTMENT NEGATIVE LIST
its export requirement.
Q: What is Foreign Investment Negative List?
3. BOI shall advise SEC or BTRCP, as the
case may be, of any export enterprise A: It is a list of areas of economic activity whose
that fails to meet the export ratio foreign ownership is limited to a maximum of
requirement. 40% of the equity capital of the enterprises
engaged therein.
4. The SEC or BTRCP shall thereupon order
the non‐complying export enterprise to Q: What are included in the List A?
reduce its sales to the domestic market
to not more than 40% of its total A: See Appendix G
production; failure to comply with such
SEC or BTRCP order, without justifiable Q: What are included in the List B?
reason, shall subject the enterprise to
cancellation of SEC or BTRCP registration, A:
and/or the penalties provided in this law. 1. Defense‐related activities, requiring
(Sec 6, R.A. 7042) prior clearance and authorization from
the Department of National Defense to
Q: What are the penalties provided under R.A. engage in such activity, such as the :
7042? a. Manufacture
b. Repair
A: c. Storage
1. A person who violates any provision of d. Distribution of
R.A. 7042 or of the terms and i. Firearms
conditions of registration or of the rules ii. Ammunition
and regulations issued pursuant iii. Lethal weapons
thereto, or aids or abets in any manner iv. Military ordnance
any violation shall be subject to a fine v. Explosives
not exceeding P100,000. vi. Pyrotechnics
vii. Similar materials
2. If the offense is committed by a juridical
entity, it shall be subject to a fine in an XPN: Such manufacturing or repair
amount not exceeding 1/2 of 1% of activity is specifically authorized,
total paid‐in capital but not more than with a substantial export
P5,000,000.00 The president and/or component, to a non Philippine
officials responsible therefor shall also national by the Secretary of
be subject to a fine not exceeding National Defense; or
P200,000.00
248
SPECIAL LAWS
2. Those that have implications on public

health and morals, such as the
manufacture and distribution of
a. Dangerous drugs
b. All forms of gambling
c. Nightclubs
d. Bars
e. Beer houses
f. Dance halls
g. Sauna and steam bathhouses
h. Massage clinics. (Sec. 8)

Note: There is no significant difference between List
A and List B.

Q: What is the rule regarding small and medium‐
sized domestic market enterprises?

A:
GR: Small and medium‐sized domestic market
enterprises with paid‐in equity capital less
than the equivalent of US$200,000.00, are
reserved to Philippine nationals.

XPN:
1. They involve advanced technology as
determined by the DOST
2. They employ at 50 direct employees, then
a minimum paid‐in capital of US$100,000.00
.(Sec. 8)

249

APPENDIX A:
NEGOTIABLE WAREHOUSE RECEIPT AND NON‐NEGOTIABLE WAREHOUSE RECEIPT
NEGOTIABLE WAREHOUSE RECEIPT NON‐NEGOTIABLE WAREHOUSE RECEIPT
May be acquired through negotiation May be acquired through transfer or assignment
Rights of the holder of the receipt: Rights of transferee:

1. If indorsed: 1. Acquires title to the goods subject to the terms
of any agreement with the transferor. (Sec. 42)
a. Acquires title to the goods as the
person negotiating. (Sec. 41) 2. Acquires the right to notify the warehouseman
b. Acquires the direct obligation of the of the transfer and thereby acquires the direct
warehouseman to hold possession of obligation of the warehouseman to hold
the goods for him as if the possession of the goods for him. (Sec. 42)
warehouseman directly contracted with
him. (Ibid.) Note: Prior to notice, the title of the transferee may be
defeated by the levy of an attachment or execution upon
2. If not indorsed: He may compel the goods by a creditor of the transferor or by a notification
indorsement; otherwise, he would acquire to the warehouseman by the transferor or a subsequent
title as that of an assignee (Section 43). purchaser from the transferor of a subsequent sale of the
goods by the transferor. (Sec. 42)
Defeats the lien of the seller of the goods covered
Acquires the title as that of his transferor.
thereby. (Sec. 49)
Good covered cannot be garnished, attached or
levied on execution by execution, unless:

1. Receipt is surrendered. Pending notification to the warehouseman, goods can
2. Its negotiation is enjoined by the court. be.
3. The goods are impounded by the court.
(Sec. 25) Reason: Absent such notice, both the warehouseman and
the sheriff have a right to assume that the goods are still
Note: This shall not apply if the person owned by the person whose name appears in the receipt.
depositing is not the owner of the goods or one
who has no right to convey title to the goods binding
upon the owner.
Protects the purchaser in good faith and for
value. The assignee only steps into the shoes of the assignor.

250
APPENDICES
APPENDIX B:
LIABILITIES OF THOSE SECONDARILY LIABLE
ABSOLUTE LIABILITY LIMITED LIABILITY
1. Qualified Indorser warrants that:
a. Instrument is genuine;
1. Drawer of a BOE warrants: b. he has good title to it;
a. The existence of payee and his then c. capacity to contract of all prior parties;
capacity to indorse and
b. That the instrument will be accepted or d. no knowledge of any fact which would
paid by the party primarily liable; and impair the validity of the instrument.
c. That if dishonored, he pay the party (Sec.65)
entitled to be paid. (Sec. 61)
Note: He is liable to all parties who derive their title
through his indorsement.
2. General indorser
a. Warrants that:
i. Instrument is genuine
ii. He had good title to it 2. Person negotiating by delivery – Same
iii. All prior parties had capacity to warranties as a qualified indorser. Butunlike
contract a qualified indorser, a person negotiating by
iv. Instrument, at the time of mere delivery is liable only to his immediate
indorsement, was valid and transferee. (par. 2, Sec. 65)
subsisting;
b. On due presentment, it shall be accepted Note: Person negotiating by mere delivery and a
or paid, or both according to its tenor qualified indorser’s secondary liability is limited,
c. if the instrument is dishonored and the namely, to their warranties
necessary proceedings on dishonor be
duly taken, he will pay the holder. (Sec.
66)
3. Irregular indorser
a. In an order instrument, liable to the
payee and all subsequent parties
b. If bearer instrument or payable to order

of maker or drawer, liable to all parties

subsequent to the maker or drawer
c. If he signs for accomodation of the payee,
liable to all parties subsequent to payee.
(Sec. 64)

251

APPENDIX C

MARINE AND LIFE INSURANCE

LIFE INSURANCE FIRE/MARINE INSURANCE
It is a contract of investment not contract of
It is a contract of indemnity.
indemnity.
Always regarded as valued policy. May be open or valued.
May be transferred or assigned to any person even if The transferee or assignee must have an insurable
he has no insurable interest. interest in the thing insured.
The consent of the insurer is not essential to the
Consent, in the absence of waiver by the insurer, is
validity of the assignment of a life policy unless
essential in the assignment of the policy.
expressly required.
Insurable interest in the life or health of the person Insurable interest in the property insured must exist
insured need not exist after the insurance takes not only when the insurance takes effect but also
effect or when loss occurs. when the loss occurs.
Insurable interest need not have any legal basis. Insurable interest must have a legal basis.
Contingency that is contemplated is a certain event,
The contingency insured against may or may not
the only uncertainty being the time when it will take
occur.
place.
The liability of the insurer to make payment is
Liability is uncertain because the happening of the
certain, the only uncertain element being when such
peril insured against is uncertain.
payment must be made.
May be terminated by the insured but cannot be
May be cancelled by either party and is usually for a
cancelled by the insurer and is usually a long term
term of one year
contract.
The “loss” to the beneficiary caused by the death of
The reverse is generally true of the loss of property,
the insured can seldom be measured accurately in
i.e., it is capable of pecuniary estimation.
terms of cash value.
The beneficiary is under no obligation to prove actual The insured is required to submit proof of his actual
financial loss as a result of the death of the insured in pecuniary loss as a condition precedent to
order to collect the insurance. collecting the insurance.

252
APPENDICES

APPENDIX D

CORPORATION AND PARTNERSHIP

PARTNERSHIP CORPORATION
As to creation
Created by mere agreement of the parties Created by law or by operation of law
Commencement of juridical personality
From the moment of meeting of minds of From the date of issuance of the certificate of incorporation
the partners by the SEC
Number of incorporators
GR: Requires at least 5 incorporators but not more than 15
May be organized by at least two persons
XPN: Corporation sole
Powers
GR: May exercise any power authorized by
the partners.
May exercise only such powers as may be granted by law and
its articles of incorporation, implied therefrom or incidental
XPN: Acts which are contrary to: law, thereto.
morals, good customs, public order, public
policy
Management
When management is not agreed upon, Power to do business and manage its affairs is vested in the
every partner is an agent of the partnership BOD/BOT
Effect of mismanagement
A partner as such can sue a co‐partner who The suit against a member of the BOD or BOT who
mismanages mismanages must be in the name of the corporation
Extent of liability to third persons
GR: Partners are liable personally and
subsidiarily (sometimes solidarily) for Stockholders are liable only to the extent of the shares
partnership debts to third persons subscribed by them whether paid or not.
XPN: Limited partner
Right of Succession
No right of succession Has right of succession
Transferability of SH’s interest
Partner cannot transfer his interest in the Stockholder has the right to transfer his shares without prior
partnership without the consent of all the consent of the other stockholders unless the right of first
other existing partners. refusal is embodied in the articles of incorporation.
Term of existence
May be established for any period of time May not be formed for a term in excess of 50 years. May be
stipulated by the partners extendible to not more than 50 years in any one instance
Firm name
May adopt any name provided:
In a limited partnership it is required by law 1. it is not identical or deceptively similar to any registered
to add the word “Ltd.” to its name firm name;
2. not contrary to existing law.
Dissolution
Can only be dissolved with the consent of the State
May be dissolved at any time by the will of
any or all of the partners.
Death, civil interdiction and insolvency of a
partner dissolves the partnership. Death or insolvency of shareholders can’t dissolve the
corporation.
Governing law
Governed by the Civil Code Governed by the Corporation Code

253

APPENDIX E:

VOTE REQUIREMENTS FOR CORPORATE ACTS

CORPORATE ACTS VOTE REQUIREMENT
BOARD OF DIRECTORS STOCKHOLDERS
1. Increase or decrease of capital stock Majority vote of the BOD Vote representing 2/3 of the
outstanding capital stock
2. Incurring, creating or increasing Majority vote of the BOD Vote representing 2/3 of the
bonded indebtedness or trustees outstanding capital stock
3. Investment of corporate funds in Majority vote of the BOD Vote representing 2/3 of the
another corporation or business or for outstanding capital stock
any other purpose
4. Issuance of stock dividends Approval of the BOD Vote representing 2/3 of the
5. Entering into management contract Approval of the BOD GR: Vote of the majority of
the outstanding shares of
stock of the managed
corporation.
XPN: Interlocking directors
or Interlocking stockholders
Vote representing 2/3 of the
6. The sale or other disposition of all or Approval of the board Vote representing 2/3 of the
substantially all of the corporate assets outstanding capital stock
7. Removal of directors Majority vote of the
8. Election of directors or trustees; Filling Majority of the outstanding
up of vacancies by stockholders capital stock
9. Amendments to by‐laws Majority vote of the BOD Majority vote of the
10. Delegation of the power to amend by‐ Vote representing 2/3 of the

laws to the board of directors outstanding capital stock
11. Revocation of the delegation of the Majority vote of the
power to amend by‐laws to the board outstanding capital stock
12. Extending or shortening the corporate Majority vote of the BOD Vote representing 2/3 of the
term outstanding capital stock
13. Fixing the issued price of no‐par value Majority vote of the
shares outstanding capital stock
14. Amendment to articles of incorporation Vote representing 2/3 of the
15. Grant of compensation to directors Approval of the Board Majority vote of the
16. Ratification of corporate contract with Vote representing 2/3 of the
a director outstanding capital stock
17. Merger or consolidation Majority vote of the BOD Vote representing 2/3 of the
18. Voluntary dissolution Majority vote of the BOD Vote representing 2/3 of the

254
APPENDICES
APPENDIX F:

CONSERVATORSHIP, RECEIVERSHIP AND LIQUIDATION

CONSERVATORSHIP RECEIVERSHIP LIQUIDATION
Grounds
1.Continuing inability 1. Inability to pay liabilities as they 1. Insolvency
fall due e.g: bank run, rumors,
2.Unwilling‐ness to maintain etc. 2. Bank cannot be rehabilitated
condition of liquidity
2. Assets are less than its liabilities

3. Cannot continue business

4. without causing damage;

5. Violation of a cease and desist

6. “Bank holiday” for more than 30
days. (Sec. 30)
Effects:
1.Juridical personality is 1. Juridical personality is retained Same with conservatorship
retained.
2. Suspension of operation
2.Perfected transactions cannot /stoppage of business
be repudiated;
3. Assets deemed in custodia legis
(Domingo v. NLRC, G.R. 156761,
Oct 17, 2006

255

APPENDIX G:

UNIVERSAL BANKS, COMMERCIAL BANKS AND THRIFT BANKS

UNIVERSAL BANKS COMMERCIAL BANKS THRIFT BANKS
Governing laws
General Banking Law (GBL) GBL Thrift Banks Act (R.A. 7906)
Powers
1. Has the authority to exercise the To engage in allied undertakings All the powers of a commercial
powers of a commercial bank. and, in addition to the general bank, except:
powers incident to a corporation,
2. To act as an investment house – a may exercise all such powers as 1. To issue imported LC
corporation that sells and may be necessary to carry on the
guarantees sale of securities and business of commercial banking. 2. To accept or open checking
shares of stocks. i.e. Petron will tap account except with prior
an investment house in order to sell Note: Allied undertakings are approval by the Monetary
its stocks. those activities or entities which Board (MB requires at least
enhance or complement banking. a net asset worth of 28M)
3. To engage in a non‐allied
undertaking – which is not related
at all to banking. e.g. Realty
Capitalization
4.950 Billion 2.4 Billion 1. Manila‐ 3.25M
2. Elsewhere‐ 6.25M
Equity investment
Can be a stock holder in both allied Only allied undertaking Only allied undertaking
and non‐allied undertaking
Non‐allied transactions
Can invest but shall not exceed 25% Cannot invest Cannot invest
of the investee (receiving)
corporation.
Total amount of investment equity
Not to exceed 50% of the bank’s net Not to exceed 35% of bank’s net Not to exceed 35% of bank’s
worth. worth. net worth.

Single equity investment
Not to exceed 25% of bank’s net worth

256
APPENDICES
APPENDIX H:

NATIONALIZED AND PARTLY NATIONALIZED BUSINESSES

1. Zero percent (0%) foreign equity
a. Mass media except recording;
b. Practice of all professions
i. Law
ii. Medicine and allied professions
iii. Accountancy, etc.
c. Retail trade enterprises with paid‐up capital of less than US$2.5 M (Sec. 5, R.A. 8762);
d. Cooperatives (Ch. III, Art. 26, R.A. 6938);
e. Private security agencies (Sec. 4, R.A. 5487);
f. Small‐scale mining (Sec. 3, R.A. 7076);
g. Utilization of marine resources (Art. XII, Sec. 2, Constitution);
h. Cockpits (Sec. 5, P.D. 449);
i. Manufacture, repair, stockpiling and/or distribution of nuclear weapons (Art. II, Sec. 8, Constitution);
j. Manufacture, repair, stockpiling and/or distribution of biological, chemical and radiological weapons
and anti‐personnel mines (Various treaties to which the Philippines is a signatory and conventions
supported by the Philippines);
k. Manufacture of firecrackers and other pyrotechnic devices (Sec. 5, R.A. 7183).
2. Up to sixty percent (60%) foreign equity
a. Financing companies regulated by the SEC (Sec. 6, R.A. 5980 as amended by R.A. 8556);
b. Investment houses regulated by the SEC (Sec. 5, P.D. 129 as amended by R.A. 8366).
3. Up to forty percent (40%) foreign equity
a. Exploration, development and utilization of natural resources (Art. XII, Sec. 2 , Constitution);
b. Ownership of private lands (Art. XII, Sec. 7, Constitution; Ch. 5, Sec. 22, CA 141; Sec. 4, R.A. 9182);
c. Operation and management of public utilities (Art. XII, Sec. 11, Const.; Sec. 16 of CA 146);
d. Ownership/establishment and administration of educational institutions (Art. XIV, Sec. 4, Constitution);
e. Culture, production, milling, processing, trading excepting retailing, of rice and corn and acquiring, by
barter, purchase or otherwise, rice and corn and the by‐products thereof (Sec. 5, P.D. 194;Sec. 15, R.A.
8762);
f. Contracts for the supply of materials, goods and commodities to GOCC, agency or municipal
corporation (Sec. 1, R.A. 5183)
g. Project Proponent and Facility Operator of a BOT project requiring a public utilities franchise (Art. XII,
Sec. 11, Constitution; Sec. 2a, R.A. 7718);
h. Ownership of condominium units where the common areas in the condominium project are co‐owned
by the owners of the separate units or owned by a corporation (Sec. 5, R.A. 4726).
i. Adjustment Companies (Sec. 323, P.D. 613)
j. Manufacture, repair, storage and/ or distribution of products/ ingredients requiring PNP clearance
(R.A. 7042 as amended by R.A. 8179)
k. Operation of deep sea commercial fishing vessel (Sec. 27, R.A. 8550)
4. Up to thirty percent (30%) foreign equity
a. Advertising (Art. XVI, Constitution).
5. Up to twenty‐five percent (25%) foreign equity
a. Private recruitment, whether for local or overseas employment (Art. 27, P.D. 442);
b. Contracts for the construction and repair of locally‐funded public works (Sec. 1, CA 541, LOI
630) except:
i. infrastructure/development projects covered in R.A. 7718; and
ii. projects which are foreign funded or assisted and required to undergo international
competitive bidding (Sec. 2[a] , R.A. 7718);
c. Contracts for the construction of defense‐related structures (Sec. 1, CA 541).
6. Up to twenty percent (20%) foreign equity
a. Private radio communications network (R.A. 3846).

257

A. LETTERS OF CREDIT Irregular indorser 27
Irregular Indprsement 27
B. LETTERS OF CREDIT Joint Indorsement 27
Local Acceptance 42
Advising/notifying bank 2 Maker 31
Applicant/Buyer/Importer 2 Material Alteration 41
Beneficiary/Seller/Exporter 2 Memorandum check 44, 45
Commercial Letter of Credit 1 Negotiability 16
Confirmed Letter of Credit 1 Partial Acceptance 42
Confirming bank 2 Presentment of Acceptance 42,43
Doctrine of strict compliance 4 Promissory notes 44
Fraud exception rule 4 Protest 101
Independence principle 4 Qualified Acceptance 42
Irrevocable Letter of Credit 1 Qualified Indorsement 27
Issuing Bank 2 Qualified Indorser 27
Negotiating bank 2 Remote Parties 18
Paying bank 2 Renunciation 40
Standby Letters of Credit 1 Restrictive Indorsement 27
Special Indorsement 26
C. WAREHOUSE RECEIPTS LAW Stale Check 45
Successive Indorsement 27
Conversion 9 Traveler’s check 44
Negotiable Warehouse Receipts 7 Virtual 42
Non‐Negotiable Warehouse Receipts 7
Warehouseman 8 F. INSURANCE CODE
Warehouse Receipts 6
Abandonment 54
D. TRUST RECEIPTS LAW Accident or health insurance 58
Additional or other insurance clause 68
Entrustee 12 Affirmative Representation 77
Entruster 12 All risk marine insurance policy 49
Trust Receipt 12 Authorized driver clause 63
Automatic Loan Clause 73
E. NEGOTIABLE INSTRUMENTS LAW Cash and Carry Rule 72
Cash surrender value 73
Acceptance 41 Co‐insurance clause 58
Accommodation Party 24 Concealment 51
Assignment 25 Contract of indemnity 47
Bill of exchange 16 Contract of Insurance 46
Blank Indorsment 6 Deviation 53
Cashier’s or manager’s check 44 Endowment 61
Certified check 44 Extended insurance 73
Check 44 Fall of building clause 58
Conditional Acceptance 42 Fire Insurance 57
Conditional Indorsement 27 Free From Particular Average Clause 57
Consideration 23 Freightage 50
Constructive/implied Acceptance 42 Grace period 73
Crossed Check 45 Incontestability Clause 78
Delivery 18 Industrial life 61
Discharge 39 Inland marine insurance 48
Extrinsic Acceptance 42 Insurable interest 64
Facultative Indorsement 27 Insurance upon life of another 65
Forgery 20 Insurance upon one’s life 65
Fraud in the execution or fraud in factum 23 Land transportation operator 63
Fraud in the inducement or simple fraud 23 Liability insurance 59
General Acceptance 42 Life Insurance 47
General Indorser 32 Limited payment 61
Holder for value 23 Loan on Bottomry 50
Holder in Due Course 29 Marine Insurance 47
Holder not in Due Course 29 Misrepresentation 76,77
Immediate Parties 18 Moral Hazard 46
Indorsement 26 Motor vehicle liability insurance 62
258
INDEX
Motor vehicle owner 62 Ship agent 97
Notice of Loss 80 Shipwreck 101
Open Policy 48 Third operator rule 105
Option to rebuild clause 58 Third vessel at fault 100
Ordinary life, general life or old line policy 61 Third Zone 100
Paid up Insurance 73 Vessel at fault not known 100
Passenger 62 Voyage charter 95
Perils of the sea or perils of navigation 48 Warsaw Convention 107
Policy of Insurance 69
Port of refuge expenses 56 H. CORPORATION LAW
Premium 46
Principle of subrogation 82 Appraisal right 138
Promissory Representation 51 Articles of incorporation 120
Proper deviation 53 Bonded indebtedness 128
Public Enemy 85 Business judgment rule 145
Reinstatement 73 By‐laws 124
Representation 76,77 Certificate of stock 149
Seaworthiness 52 Close corporation 161
Suretyship 60 Common shares 116
Term insurance 61 Concession theory or fiat theory 109
Test of Materiality 75 Consolidation 170
Theft clause 63 Continuing proxy 136
Third party liability insurance 58 Continuity test 166
Three‐fourth rule 54,55 Contract test 166
Valued policy 48 Control test 112
Variable contract 61 Corporate enterprise or economic unit 110
Wager Policy 65 Corporate officers 114
Warranties 34 Corporation 110
Corporation by estoppels 111
G. TRANSPORATATION LAW Corporation by prescription 111
Corporation sole 164
Allision 100 Corporators 114
Arrival under stress 101 Cumulative preferred shares 117
Averages 99 Cumulative voting by distribution 143
Bareboat or demise 95 Cumulative voting for one candidate 143
Bill of Lading 93 De facto corporation 111
Boundary system 106 Derivative suit 140
Certificate of Public Convenience 104 Directors and trustees 114
Charter party contract 95 Dissolution 158
Collision 100 Doctrine of corporate opportunity 145
Common Carrier 84 Doctrine of equality of shares 134
Constructive delivery 88 Doctrine of estoppels 167
Contract of affreightment 95 Doctrine of individuality of subscription 134
Doctrine of limited liability 98 Doctrine of isolated transactions 167
Error in extremis 100 Doctrine of relation 115
Extraordinary diligence 84 Doctrine of separate legal personality 112
First zone 100 Domiciliary test 112
Fortuitous event 71 Domestic corporation 110
General average 99 Ecclesiastical corporation 110
International transportation 107 Foreign corporation 110
Jettison 99 Founders' shares 117
Kabit system 106 Fractional share 118
One vessel at fault 100 General proxy 136
Particular average 57 Genossenschaft theory 110
Prior applicant rule 105 Grandfather rule 112
Prior operator rule 105 In pari delicto rule 167
Pro hac vice 95 Incorporation test 112
Protection of investment rule 105 Incorporators 114
Public service 103 Independent director 142
Public utility 103 Individual suit 140
Right of stoppage in transit 88 Inside information 147
Second zone 100 Liquidation 160

259

Management contract 133 Matched sale 178
Merger 170 Painting the tape 178
Non‐cumulative preferred shares 117 Salesman 177
Non‐participating preferred shares 117 Short selling 178
Non‐stock corporation 163 Squeezing the float 178
Non‐voting shares 118 Tender offer 179
Over‐issued stock 118 Wash sale 178
Paid‐in surplus 132
Par value shares 116 J. BANKING LAWS
Participating preferred shares 116
Piercing the veil of corporate fiction 113 Arms‐length rule 198
Pooling agreement 137 Bank 192
Post‐incorporation subscription 119 Central Bank Circular 416 196
Pre‐emptive right 129 Closure 186
Preferred cumulative participating shares 117 Commercial Bank 192
Preferred shares 116 Conservatorship 185
Preferred shares as to assets 116 Cooperative Bank 192
Preferred shares as to dividends 116 Deposit 195
Pre‐incorporation subscription 119 Deposit substitutes 192
Promoter 119 DOSRI 197
Promotional share 119 Financial intermediaries 192
Proxy 135 Insured deposit 199
Redeemable shares 117 Interest accruing from unpaid interest 196
Religious corporation 164 Islamic Bank 192
Religious societies or corporate aggregate 164 Liquidation 187
Representative suit 143 Monetary Board 185
Revaluation surplus 132 Other classification of banks 192
Right of first refusal 138 Receivership 186
Right to issuance 151 Rural Bank 192
Shares in escrow 118 Single borrower’s limit 197
Shares of stock 149 Splitting of deposits 202
Special fact doctrine 146 Thrift Bank 192
Specific proxy 136 Universal Bank 192
Stock corporation 111
Straight voting 143 K.
INTELLECTUAL PROPERTY LAWS
Street certificate 118
Subscription contract 119 Abstract 208
Subsequent Test 116 Affidavit evidence 235
Treasury shares 117 Automatic protection 231
Trust fund doctrine 134 Collective mark 215
Ultra vires acts 134 Colorable imitation 218
Underwriter 114 Copyright 223
Unrestricted retained earnings (URE) 117 Divisional applications 208
Voting shares 118 Doctrine of contributory infringement 212
Voting trust agreement (VTA) 136 Doctrine of equivalence 211
Watered stock 136 Doctrine of secondary meaning 216
Dominancy test 218
Droit de suite 226
I. SECURITIES REGULATION CODE Economic interest test 213
Equivalent device 212
Associated person of a broker or dealer 177
Geographic indication 204
Boiler room operations 178 Idem sonans 208
Broker 180 Industrial design 206
Constructive insider 179 Integrated circuit 206
Daisy Chain 178 International exhaustion 221
Dealer 177 Inventive step 205
Exempt securities 174 Layout design/topography 206
Hype and dump 178 Literal infringement test 211
Insider 179 Modified exhaustion 211
Insider trading 178 Must carry rule 233
Margin trading 177 National exhaustion 211
Marking the close 178 Neighboring rights 227
260
INDEX
Non‐competing goods 220
Non‐prejudicial disclosure 205
Parallel importer 211
Patent 204
Patentable Inventions 205
Person of ordinary skill 206
Plagiarism 235
Presumption of authorship 226
Prior art 205
Prior user 210
Priority date 208
Published works 234
Regional exhaustion 211
Related goods principle 218
Reverse reciprocity of foreign law 210
Substantial reproduction 235
Technology transfer arrangement 204
Test of non‐obviousness 206
Totality or holistic test 218
Trademark 215
Trademark infringement 219
Tradename 222
Undisclosed information 204
Unfair competition 221
Unity of invention 208
Utility model 206
Voluntary licensing 213

L. SPECIAL LAWS

After‐acquired properties 236
After‐incurred obligations 236
Covered institutions 243
Domestic market enterprise 247
Export Enterprise 247
Foreign Investment Negative List 248
Money Laundering 244
Non‐Philippine nationals 247
Once a week for three consecutive weeks 240
Philippine nationals 247
Recto Law 237
Suspicious Transactions 243

261

BIBLIOGRAPHY
Amador, Vicente. Intellectual Property Fundamentals, Quezon City: C & E Pub., 2007.

Aquino, Timoteo. Philippine Corporate Law Compendium. Manila: Rex Bookstore, Inc., 2006.

Correa, Carlos . “Internationalization of the Patent System and New Technologies”.

De Leon, Hector S. Insurance Code Annotated. Manila: Rex Book Store, 2006.

De Leon & De Leon, Jr. The Corporation Code of the Philippines. Manila: Rex Bookstore Inc., 2006.

Divina, Nilo T., Handbook in Philippine Commercial Laws. Quezon City: CIBI Information, Inc., 2010.

Diaz, Noli C., Transportation Laws: Notes and Cases. Manila: Rex Book Store, Inc., 2001.
International Law Journal , Vol. 20. No.3 , 2002.

Insurance Memorandum Circular No. 4‐2006. Issued June 26, 2006.

Perez, Hernando B. The Insurance Code and Insolvency law: with comments and annotations. Manila: Rex
Bookstore Inc., 2006.

Perez, Hernando B. Quizzer and Reviewer on Corporation Code, The Securities Regulation Code and Related
Laws. Manila: Rex Bookstore Inc., 2000.

Pineda, Ernesto L. Credit Transaction and Quasi‐contracts. Quezon City: Central Book Supply. 2006.

Salao, Ernesto C. Essentials of Intellectual Property Law: a Guidebook on Republic Act No. 8293 and Related
Laws, Manila: Rex Book Store, 2008.

Sundiang and Aquino. Commercial Law Reviewer. Manila: Rex Bookstore, Inc., 2009.

Sundiang and Aquino. Reviewer in Commercial Law. Manila: Rex Bookstore, Inc., 2006.

SEC Memorandum Circular no. 6 Series of 2009

Villanueva, Cesar L. Commercial Law Reviewer. Manila: Rex Book Store, 1994.



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UST GOLDEN NOTES 2011

current, not an obligation that is yet merely

Q: Is the authority extinguished by the death of Note: A certificate of posting is not

exceed P2,000 on any and transfer companies and other

3. Appointing a representative or distributor 4. Corporations organized abroad and

2. Those that have implications on public

10. Delegation of the power to amend by‐ Vote representing 2/3 of the

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