TITLE XV FOREIGN CORPORATION

-corporation formed, organized or existing under any law other than those of the Philippines
and whose laws allow Filipino citizens and corporations to do business in its own country or
state
a. Suit by foreign corporation – the foreign corporation transacting business in the Philippines
without a license to do business shall not be permitted to maintain or intervene in any action,
suit or proceeding in any court or administrative agency
b. suit against a foreign corporation – any foreign corporation transacting business in the
Philippines whether or not with a license, may be sued against before Philippine courts or
administrative tribunals on any valid cause of action recognized under Philippine laws
Doing business in the Philippines
Twin characterization test
Continuity test – doing business implies a continuity of commercial dealings and arrangements,
and contemplates to some extent the performance of acts or works or the exercise of some
functions normally incident to and in progressive prosecution of, the purpose and object of its
organization
Substance test – a foreign corporation is doing business in the country if it is continuing the
body or substance of the enterprise of business for which it was organized
Isolated transaction – if a single or isolated transaction is incidental and casual transaction, it
cannot qualify as doing business
Where a single or isolated transaction is not merely incidental or casual but indicates the foreign
corporation’s intention to do other business in the Philippines, said single act or transaction
constitutes doing business in the Philippines
Contract test of doing business
An essential condition to be considered as doing business in the Philippines is the actual
performance of specific commercial acts within the territory of the Philippines for the plain
reason that the Philippines has no jurisdiction over commercial acts performed in foreign
territories
Doing business – page 266 (Aquino)