COMMERCIAL LAW REVIEW 1 - 2021
DEAN ABELLA TRANS
TIME STAMP 1:30 (overlapping with
KLagmay)
Under the General Banking Law of 2000, a bank
cannot have for a secondary purpose to engage
in the business of insurance as an insurer.
Huwag niyo kakalimutan yung phrase na “as an
insurer”
Reason: a universal bank may engage in the
business of insurance, selling insurance but not
to be an insurer.
A universal bank may engage in both allied and
non-allied enterprises. An example of a non-
allied enterprise in which universal banks may
engage ay yung tinatawag na bank assurance. It
is selling insurance policies.
Q: May a universal bank sell insurance
policy?
A: Yes. Ano ang tawag doon? Well, selling
products of another corporation, that is known as
cross selling.
But if the bank would be selling insurance
policies, it is cross selling but specifically, it is
known as bank assurance.
Basta universal banks, they may engage in the
business of insurance as an insurer but no bank
may engage in the business of insurance as an
insurer but universal banks may sell insurance
policies.
Ganoon rin yung mga insurance companies. As
you may read in the Insurance Code, no
insurance company may engage in the business
of banking.
NOTE: Basta insurance company ka you cannot
engage in the business of banking. You cannot
have for your secondary purpose to engage in
banking. Bakit di pwede? Kasi kung ikaw ay
insurance company, you will be under the
Insurance Commission. Pag bank naman, you
will be under the Monetary Board ng Bangko
Central. Kaya hindi pwede, one corporation
being regulated or supervised by more than one
regulator. Mamili ka, sinong gusto mong
regulator? Monetary Board or Insurance
Commission? You cannot have both. Because if
both, it will be like having two wives, you will
be under two regulators.
Every corporation shall have a primary purpose
and it may have any number of secondary
purposes for as long as the secondary purposes
are compatible with one another and are also
compatible with the primary purpose.
ARTICLE 3 OF ARTICLES OF
SEC. 14. FormINCORPORATION
of Articles of Incorporation. –
Unless otherwise prescribed by special law, the
articles of incorporation of all domestic
corporations shall comply substantially with the
following form:
- - - - -
Third: That the principal office of the corporation
is located in the City/Municipality
of______________________, Province of
_______________________, Philippines;
Let’s talk about Article 3 of the Articles of
Incorporation.
Q: What is Article 3?
A: Article 3 is about the principal office of the
corporation.
If you would look at the law, nakalagay sa RCC,
the principal office of the corporation shall be in
the municipality of _____ or in the city
of_______.
1
 COMMERCIAL LAW REVIEW 1 - 2021
DEAN ABELLA TRANS

Sa RCC, pwedeng mong ilagay as principal

office kung saang city or municipality where
you will have your principal office kaya lang
following the rules of the SEC, kailangan exact
address. Hindi mo pwede sabihing, the principal
office of the corporation shall be in the city of
Manila or in the city of Pasig.
In fact, yung dating Corporation Code,
nakalagay pa don, the principal office may be
stated as in Metro Manila. Kaya noong mga
panahong ‘yon, where we were organizing
corporation for clients, we used to say, principal
office shall be in Metro Manila.
Actually, long long long before yung dating
Corporation Code. There was a time that I
organized a corporation for a client kaya dati
yung Corporation Code nakalagay “in the
municipality of___ or in the city of____”. There
was a time, inilagay ko exact address. Sabi ng
SEC, hindi pwedeng eksaktong address. Either
you write “city of___” or “municipality of___”
ARTICLE 4 OF ARTICLES OF
INCORPORATION
SEC. 14. Form of Articles of Incorporation. –
Unless otherwise prescribed by special law, the
articles of incorporation of all domestic
corporations shall comply substantially with the
following form:
- - - - -
Fourth: That the corporation shall have perpetual
existence or a term of ______________ years from
the date of issuance of the certificate of
incorporation;
Article 4 is about the term of a corporation.
Alam nyo nakalagay sa RCC that a corporation
may have a perpetual existence but the
corporators may agree on a shorter period.
9:30

Then later, the Corporation Code was amended
at nakalagay that the principal office may be
stated “in Metro Manila” kaya lang last
December 2017, nag-issue ng regulation ang
SEC. Kinakailangan, exact address na ngayon.
Halimbawa, magtatayo tayo ng corporation and
we are not very positive about time. Kaya sabi
natin ay wag namang perpertual existence. Sabi
natin hanggang 30 years lang, pwede nating
isulat, 30 years.

Kaya kung exact address, kung halimbawa

you’re going to put up or set up your principal
office in a condominium building, pati unit
number, halimbawa unit 1001, ibig sabihin non
nasa 10th floor ka. Tapos, you state also the
condominium name and then the name of the
street where the condominium building is
located and then City or Municipality. That’s
according to the rule of the SEC.

Ang tinuturo ko sa inyo, hindi lamang yung

RCC pati rule ng SEC para alam nyo how to do
things later on.