Pogi incorporated corp – formed and organized in Of the 60% owned by Pogi in Cutie, only

the Philippines 36% is Filipino.

OCS recorded in the names of the following:
Matt - 24% of the 60% is non-filipino
George
Brad
Each owns 20% and all of them are Filipinos. The 24% SK with the 40% directly held by Hyun
remaining 20% is held by Hyun Bin, a South Korean. Bin in Cutie, Inc
= 64% - Foreign Equity in Cutie, Inc.
Following the 1987 COnsti
Hyun Bin – a direct stockholder of Pogi and an
Pogi corp – Philippine national or Filipino indirect
Corporation
Cutie entitled to own land – no
However, Pogi corp owns 60% Controlling stock in
Cutie, Inc – formed and organized in the Phil
P & Q are SEC registered

Remaining 40% was recorded in the name of Hyun

Bin.
Using the traditional application of the Control Test
and assuming there is no doubt on the capacity of
Cutie,

Cutie is a Philippine National, because 60% belongs

to Pogi and Pogi is a Philippine National.

If a question arises upon grant of privilege or

franchise, that’s the time you use the grandfather
rule.
Cutie – 3rd layer
Pogi – 2nd layer
Matt, George , Brad and Hyun Bin – 1st layer

MGBH are called grandfather shareholders.

Pogi is their child corporation
Cutie is their grandchild corporation

Grandfather rule – you trace the exact citizenship

in the lineage until u come to the ultimate owners.
- 3 generations
- SC used the grandfather rule in Narra Nickel

1. Multiply the percentage that Filipino SH

own in the Child corp by the percentage
that the child corp owns in the Granchild

60% x 60% = 36%

 corporation’s
Stock Corp Non-stock business is
As to Not for gain or invested
purpose profit – with public
charitable, interests
scientific, Composition One Admission into
literary, becomes an Membership is
educational owner based on
As to nature To carry-out While it exists qualifications
for some for a non-profit that may be
business and purpose, this prescribed at
has the does not mean will by the
power or that it cannot corporation
authority to engage in profit Membership SH has Personal; a
distribute making absolute member has no
dividends to activities. None liberty to power to
the owners of it shall be transfer or transfer
of capital distributed by convey his or ownership to
stock way of her shares to another.
dividends to the anyone
members Undesirability
Both the or persona non
primary and grata
secondary Initial
purposes stated subscription is
in the AOI must not enough to
not contravene maintain one’s
the nature fo affiliation
the entity.
Managemen Always the Default name is Annual or
t BOD – board of regular
default for trustees but a membership
the different name fees are valid
governing may be written assessments
body within in the AOI Cumulative
a Stock corp voting may be
As to Max of 15 Minimum of 5 denied in the
number of except in articles
members of case of No To be voted for
the board merged or independent is dependent on
consolidated director is classification of
bank necessary for membership
non-stock corp Assets Right to After
Independent but the same assets wil dissolution, the
directors are duties as well as only come members will
always liabilities. about after only be entitled
required if dissolution to the
the remaining
 assets of the
NSA if
permitted in
the AOI and in
the BL

Religious Non-stock corp