a. YES. Sec. 36 (9) of the Corporation Code provides that as long as the amount of donation is reasonable.
b. If the purposes of the corporation are limited to the establishment and maintenance of the library and museum as stated in the problem, the foundation cannot operate a specialty restaurant that caters to the general public. In such case, the action of the foundation will be ultra vires.
a. GBI may operate the Guinevere Bistro in the Lancelot Hotel. The Retail Trade Act, nationalizing retail trade, exempts keepers of restaurants included in, or incidental to, the hotel business.
b. It is not legal for GBI to operate the restaurant business in SM City since the latter is not a hotel; hence, the restaurant operation will not fall under the exemption clause of the Retail Trade Law.
a. The first arrangement would not be in violation of the Retail Trade Law. The law applies only when the sale is direct to the general public. A dealer buys and sells for and in his own behalf and, therefore, the sale to the general public is made by the dealer and not by the manufacturer.
b. The second arrangement would be violative of the Retail Trade Law, since the sale is done through individuals being paid strictly on a commission basis. The said individuals would then be acting merely as agents of the manufacturer. Sales, therefore, made by such agents are deemed direct sales by the manufacturer itself.
A foreign corporation is deemed to “deemed business in the Philippines” if it is continuing the body or substance of the business or enterprise for which it was organized. It is the intention of an entity to continue the body of its business in the country. The grant and extension of 90-day credit terms of a foreign corporation to a domestic corporation for every purchase shows an intention to continue transacting with the latter.
The grounds of the motion to dismiss are both untenable. EOL is not doing business in the Philippines, and it did not violate the Securities Act, because it was not selling securities in the country.
The contention of EOL is correct, because it never did any business in the Philippines. All its transactions in question were consummated outside the Philippines
The test is whether or not the unlicensed foreign corporation has performed an act or acts that imply a continuity of commercial dealings or arrangements, and contemplate to that extent the performance of acts or works, or the exercise of some of the functions normally incident to, and in progressive prosecution of, commercial gain or of the purpose and object of the business corporation.
Any three (3) of the following acts or activities constitute “doing business” in the Philippines under our foreign investment laws:
1. Soliciting orders;
2. Opening offices by whatever name;
3. Participating in the management, supervision or control of any domestic entity;
4. Entering into service contracts;
5. Appointing representative or distributors, operating under the control of the foreign entity, who is domiciled in the Philippines or who stays in the country for a period or periods totaling at least 180 days in any calendar year.
a. NO. The materials offered in the bids submitted are made in the Philippines from articles produced or grown in the Philippines, and the bidder, Celeste, is a domestic entity. The Flag Law does not apply. It can be invoked only against a bidder who is not a domestic entity, or against a domestic entity who offers imported materials.
b. NO, since Celeste is merely a dealer of Matilde and not an alter ego of the latter. Celeste buys and sells on its own account the products of Matilde.
c. Matilde did not violate the Retail Trade Law since it does not sell its products to consumers, but to dealers who resell them. Neither did Celeste violate the Retail Trade Law since, in the first place, it is not prohibited to engage in retail trade. Besides, Matilde’s sale of the asbestos products to Celeste, being wholesale, the transaction is not covered by the Retail Trade Law.
a. “A” allows or permits the use or exploitation or enjoyment of a right, privilege or business, the exercise of enjoyment of which is expressly reserved by the Constitution or the laws to citizens of the Philippines, by the foreigner not possessing the requisites prescribed by the Constitution or the laws of the Philippines. The prosecutor should prove the above elements of the crime and also the facts that “A” does not have the means and resources to invest P500,000 in the security agency.
b. NO. The mere fact of being a common-law wife of a foreigner does not bring her within the ambit of the Anti-Dummy law.
