By: Avocados and Co., Inc.

 Cessarri Harian C. Sabanal ( Topics 146 -148)

 Sheila Mae P. Magcanta (Topics 149-151)

 Elyn Kendra B. Dampor (Topics 152-154)

 Angelyn N. Sumobay (Topics 155-157)

 Mark L. Lopena (Topics 158-162)

 Gay Belle B. Lago (Topics 163-164.1)

§146.00 Foreign Corporation defined

A foreign corporation is one formed, organized or existing under any laws other than those of
the Philippines and whose laws allow Filipino citizens and corporations to do business in its own
country or state.

The right of foreign corporation to lawfully transact business in the Philippines requires
the following pre-requisites:

1. The law of the country of its incorporation allows Filipino citizens and corporations to do
business in said country; and
2. It must secure a license to transact business in this country in accordance with the
Corporation Code of the Philippines and a certificate of authority from the appropriate
government agency.

If a foreign corporation transacts business in the Philippines without a license, it may not
be permitted to maintain or intervene in any action, suit or proceeding in any court or
administrative agency of the Philippines and its official or agent responsible therefor may also be
held criminally liable thereof. However, even without compliance with the requirements, a
foreign corporation still remains a juridical entity recognized in the Philippines as “person” with
certain rights. Thus, Philippine law grants it the legal capacity to sue, even without a license, on
an isolated transaction to protect its trademark or tradename.

§147.00 Classification of Foreign Corporations

Foreign corporations are classified under the Tax Code as follows:

1. Resident foreign corporations are those which have been issued license to transact
business in the country and are thus taxed in the same manner as domestic corporations
insofar as their income from within the Philippines are concerned, and are thus entitled to
claim deductions for expenses.
2. Non-resident foreign corporations are those without license to do business in the country,
whether or not they are actually doing business, and they are taxed on their gross income
from within the Philippines by a certain percentage thereof.

A domestic corporation or corporation organized under the Corporation Code, in times of

war, will be regarded as a foreign corporation where its controlling stockholders are foreigners,
which means that they own at least 51% of the outstanding capital stock of said corporation. The
test applied to determine its nationality is the control test.

For purposes of investment by foreign investors in partly nationalized industries or

businesses, the test applied to determine when a corporation is Filipino corporation is whether at
least 60% of its capital stock is owned by Filipino citizens or by corporations the capital stock of
which is owned to the extent of at least 60% thereof.

§148.00 Application for a license

The law requires a foreign corporation applying for a license to transact business in the
Philippines shall submit to the Securities and Exchange Commission a copy of its articles of
incorporation and by-laws, certified in accordance with law, and their translation to an official
language of the Philippines, if necessary.

The application shall be under oath and shall specifically set forth the following, unless
already stated in its articles of incorporation:

1. The date and term of incorporation;

2. The address, including the street number, of the principal office of the corporation in the
country or state of incorporation;
3. The name and address of its resident agent authorized to accept summons and process in
all legal proceedings and, pending the establishment of a local office, all notices affecting
the corporation;
4. The place in the Philippines where the corporation intends to operate;
5. The specific purpose or purposes of the corporation which it intends to pursue in the
transaction of its business in the Philippines: Provided, that said purpose or purposes are
those specifically stated in the certificate of authority issued by the appropriate
government agency;
6. The names and addresses of the present directors and officers of the corporation;
7. A statement of its authorized capital stock and the aggregate number of shares which the
corporation has authority to issue, itemized by classes, par value of shares, shares without
par value, and series, if any;
8. A statement of its outstanding capital stock and the aggregate number of shares which the
corporation has issued, itemized by classes, par value of shares, shares without par value,
and series, if any;
9. A statement of the amount actually paid in; and
10. Such additional information as may be necessary or appropriate in order to enable the
SEC to determine whether such corporation is entitled to a license to transact business in
the Philippines, and to determine and assess the fees payable.

Attached to the application for license shall be a duly executed certificate under oath by
the authorized official or officials of the jurisdiction of its incorporation, attesting to the
following facts:

1. That the laws of the country or state of the applicant allow Filipino citizens and
corporations to do business therein; and
2. That the applicant is an existing corporation on good standing.
 The application for a license to transact business in the Philippines shall likewise be
accompanied by statement under oath of the president or any other person authorized by the
corporation that the applicant is solvent and in sound financial condition, and setting forth the
assets and liabilities of the corporation as of the date not exceeding one year immediately prior to
the filing of the application.

Foreign banking, financial and insurance corporations shall, in addition to the above
requirements, comply with the provisions of existing laws applicable to them.

In case of all other foreign corporations, no applications for license to transact business in
the Philippines shall be accepted by the SEC without previous authority from the appropriate
government agency, whenever required by law.

§149.00 Purpose of License.

The purpose of the law in requiring that a foreign corporation doing business in the
Philippines be licensed to do so and that they appoint an agent for service of process is to subject
the foreign corporation doing business in the Philippines to the jurisdiction of its courts.

The appointment of a resident agent is required for the purpose of accepting or receiving, on
behalf of a foreign corporation:

1) Notice affecting the corporation pending establishment of its local office, and
2) Summons and other legal process in all proceedings for or against the corporation.

§150.00 Applicable law in internal affairs and intra-corporate disputes.

General Rule: Philippine laws applicable to domestic corporations are applicable to any foreign
corporation lawfully doing business in the Philippines.

Exception: Below internal matters are governed by the law of the country where the foreign
corporation is incorporated and organized.

1) The creation, formation, organization or dissolution of the foreign corporation; and

2) Those which fix the relations, liabilities, responsibilities, or duties of stockholders,
members, or officers of foreign corporation to each other or to the corporation. This
refers to the intra-corporate disputes.

Intra-corporate disputes include the following:

1. A suit filed by a stockholder of a corporation against some stockholders and officers of

the same corporation to enjoin them from voting the corporation’s shares pending
resolution of the dispute concerning the ownership of said shares.
 2. Controversies concerning the election of directors or the exclusion of certain number of
shares from the stockholders’ meeting or validity of the sale of shares between the
stockholders and the corporation.
3. The claims of a director and president of a corporation for salary, allowances and per
diems against said corporation. They are actually part of the perquisites of his position in,
and therefore interlinked with his relation with, the corporation.
4. Disputes among stockholders of a corporation which have to do with their rights or
relations as such or with the conduct of the corporate business and affairs, such as
charges of mismanagement of the corporation by the directors.

§151.00 Jurisdiction over internal matters.

Section 29 of the Corporation code specifies the law which should govern internal
disputes in a foreign corporation, namely, the law of the country where the foreign corporation is
incorporated, which country is named in the records on file with the Securities and Exchange
Commission submitted when it applied for license to do business in the country.

The Regional Trial Court has the jurisdiction over internal matters and intra-corporate disputes
involving foreign corporation.

Things to consider by the Philippine courts when a case is filed:

a) Nature of the suit;

b) The availability of records and witnesses in the forum;
c) The interests of the parties and of the public;
d) The amenability to or availability of the court processes, and
e) Whether it would be more convenient to file the case in the country of incorporation of
the corporation. This is the application of the doctrine forum non conveniens.

If the Philippine court assumes jurisdication, it will apply the law of the country where the
foreign corporation is incorporated, provided that the following requisites are met:

1) That the Philippine court is one to which the parties may conveniently resort to;
2) That the Philippine court is in a position to make an intelligent decision as to the law and
the facts; and
3) That the Philippine court has or is likely to have power to enforce its decision.

§152.00. Merger or consolidation of foreign corporation

The law authorizes the Merger or consolidation involving a foreign corporation licensed
in the Philippines. One or more foreign corporations authorized to transact business in the
Philippines may merge or consolidate with any domestic corporation or corporations if such is
permitted under Philippine laws and by the law of incorporation: Provided, That the
requirements on merger or consolidation as provided in this Code are followed.

Whenever a foreign corporation authorized to transact business in the Philippines shall be

a part to a merger or consolidation in its home country or state as permitted by the law of its
incorporation, such foreign corporation shall, within sixty (60) days after such merger or
consolidation becomes effective.

The merger or consolidation of one or more foreign corporations with a domestic

corporation or corporations may be allowed, subject to the following requirements:

1. The law of the country where such foreign corporation is established permits such
merger or consolidation;
2. The purpose or purposes for which the foreign corporation and the domestic
corporation were created may legitimately be undertaken by the surviving or
consolidated corporation under Philippine laws; and
3. The merger or consolidation is done in accordance with the provisions of Secs. 76 to
80 and 132 of the Corporation Code.

§153.00. Doing business without a license.

Section 133 of the Corporation Code provides:

“No foreign corporation transacting business in the Philippines

without a license, or its successors or assigns, shall be permitted to
maintain or intervene in any action, suit or proceeding in any court or
administrative agency of the Philippines; but such corporation may be
sued or proceeded against before Philippine courts or administrative
tribunals on any valid cause of action recognized under Philippine
laws.”

The above provision which was taken from the old Section 69 of the Corporation Law is
couched in mandatory language. It employs the prohibitory word “no” and the mandatory word
“shall”.

The general rule is that a foreign non-resident corporation doing business without a
license cannot institute a suit in the Philippines, the rule admits of an exception, namely,
estoppels on the part of the local firm or entity which entered into contract with the foreign
corporation, knowing it to be without the required license, from raising as a defense the lack of
legal capacity of the foreign corporation to sue, “chiefly in cases where such person has received
the benefits of the contract.” The principle rests on the axiom, commodum ex injura sua non hare
debit – no person ought to reap any advantage of his own wrong.
 The rule on estoppels precluding a local entity from denying the foreign corporation’s
lack of capacity to sue for not having secured a license to do business and thus enabling it to sue
and secure reliefs from court, even without such license, may render Section133 of the
Corporation Code nugatory.

Estoppels may not validate that which is against the law, nor may it be the basis for
allowing a foreign corporation-to file and maintain court suit, without a license and without
complying with the requirement of law prescribed for persons doing business in the country. By
allowing the foreign corporation to sue and seek reliefs from the court, even without a license, it
is rewarding it for breach of our law, which is penal in character.

The solution should have been that before a foreign corporation doing business without a
license is granted relies by the court, the foreign corporation should first be required to secure all
licenses and pay the fees and penalties therefor. This solution is implied in Home Insurance Co.
v. Eastern Shipping Lines, supra, where the corporation was allowed to continue to maintain the
suit after it secure the required license.

If estoppels will be the basis for allowing foreign corporation to maintain a suit, it would
only be in favor of a corporation suing on an isolated transaction which does not involved doing
business in the country, otherwise the purpose and penal sanction for violation of Section 133 of
the Corporation Code will be rendered nugatory.

§154.00. What constitutes “doing business”

In order that a foreign corporation may be regarded as “doing business” within a state,
there must be continuity of conduct and intention to establish a continuous business.

Ordinarily, a foreign corporation is doing business when it has entered the state by its agents and
is there engaged in carrying on and transacting through them some substantial part of its ordinary
or customary business, usually continuous in the sense that may be distinguished from merely
casual, sporadic, or occasional transactions and isolated acts. What is determinative of the “doing
business” is not the number of quantity of the transactions, but the intention to continue its
business in the country.

§155.00. Illustrations of “doing business”.

Illustrations of what constitutes “doing business” as the term has been judicially
construed, include the following:

1. Investing substantial amounts in local company, participating in its actual

management and control and appointing a representative in the board of its directors.
2. Issuing marine policies abroad to cover cargo shipments to the Philippines, said
policies being payable in the country, and appointing a local settling agent to receive
and settle claims flowing from said policies.

3. Issuing insurance policies and collecting premiums thereon.

4. Entering into a license and technical assistance agreement with local company,
whereby the latter is constituted licensee to manufacture welding products with
certain specifications, using raw materials to be purchased from suppliers designated
by the foreign entity, for a period of three (3) years.

5. Entering into a distribution agreement with local entity for a period of six (6) months,
under which the latter is made exclusive distributor in the Philippines for the account
of foreign firm.

6. Recruiting Filipino workers through a local agent or liaison officer for its use abroad.

7. Designating an exclusive representative in the Philippines, who distributes various

products of the foreign firm in the country, allowing said exclusive distributor to use
its registered logo and trademarks on its products and sending its officer to the
country to conduct training programs in the office of the distributor.

8. Appointing a local agent to receive reservations for cargo spaces in its foreign airline
planes and sell airline tickets which are used by passengers and customers on the
facilities of said foreign airline company. It has been held that a foreign corporation
engaged in international airline business, although not operating any airline in the
Philippines, is doing business in the country, where it maintains a general sales agent
who sells and issues tickets, breaks down the whole trip into series trips, receives the
fare from the whole trip, and allocates various airline companies on the basis of their
participation in the services rendered through the mode of interline agreement, such
activities being in pursuit of its purposes.

9. Entering into a series of agreements with a local entity, as in successive sales of its
regular products, through which local entity the foreign corporation receives orders
for its products and performs or discharges its warranty obligations.

10. Acting as a supervision, communications and coordination center for its home
office’s affiliates in Singapore, and in the process naming its local agent and
employing Philippine nationals, in pursuance of the primary purpose of its regular
headquarters.
 11. Appointing a local representative to create a service center for the foreign
corporation’s products sold locally, to provide technical and services for its
customers, to report serves done on its products, and to requisition monthly materials
and components needed to replace consumed stock.

12. Selling its products sixteen times over a period of five months to the same Filipino
buyer and granting the latter 90-day credit terms.
§156.00. Single-act-transaction rule; not constituting doing business.

It is a generally accepted rule that one single or isolated business transaction does not
constitute “doing business” within the contemplation of law, and that transactions which are
occasional, incidental, and casual, not a character to indicate a purpose to engage in business
does not constitute the doing or engaging in business contemplated by law.

General Rule: A foreign corporation will not be regarded as doing business in the state simply
because it enters into contracts with residents of the state, where such contracts are consummated
outside the state.

§157.00. When single act constitutes doing business.

It has been held that where a single act or transaction of a foreign corporation is not
merely incidental or casual but is of such character as distinctly to indicate a purpose to do
business, such act constitutes doing business within the meaning of the statute prescribing the
conditions under which a foreign corporation may be served with summon.

§158.00 Unlicensed corporation cannot sue; exceptions.

If a corporation operates in the Philippines without submitting to Philippine Laws, it is only just
that it not be allowed to invoke them in local courts when it should need them for its own
protection. This rule is subject to exception, which is based on estoppel.

The doctrine of estoppel to deny corporate existence applies to foreign corporation as well as to
domestic corporations; one who has dealt with a corporation of foreign origin as a corporate
entity is estopped to deny its corporate existence and capacity. This principle will be applied to
prevent a person contracting with a foreign corporation from later taking advantage of its
noncompliance with the statutes chiefly in cases where such person has received benefits of the
contract.

While a foreign corporation doing business in the Philippines but not licensed may sue the local
entity which did business with it for the breach of contract, by filing an action which thus confers
jurisdiction upon the court over its person, whether the court will give course or dismiss the
action is a different matter, on the principle of forum non conveniens. Philippine courts may
refuse to assume jurisdiction in spite of its having acquired jurisdiction. Conversely, the court
may assume jurisdiction over the case if it chooses to do so, provided, that the following
requisites are met: (1) that the Philippine court is one to which the parties may conveniently
resort to; (2) that the Philippine court is in position to make an intelligent decision as to the law
and the facts; and (3) that the Philippine court has or is likely to have power to enforce its
decision.

§159.00 Effect of lack of license on contracts

Sec. 33 of the Code did not declare that the contract which a foreign corporation without license
to transact business entered into is null and void. With no express or implied declaration
respecting the validity of the contracts entered into by such unlicensed foreign corporation, the
contracts are enforceable upon compliance with the license requirements. The lack of license to
do business or of the capacity to sue at the time of the execution of the contract is cured by the
subsequent registration of the foreign corporation, and the latter can then maintain a suit to
enforce its rights under the contract.

§160.00 Securing license cures defect and entitles it to sue

A foreign corporation transacting business in the Philippines can sue or maintain an action
arising out of such business after it shall have secured the required license. Once such a
license is secured, it can then maintain such action that accrued from its business in the country
before the license is obtained, unless the cause of action, in the meantime, has prescribed.

§161.00 Unlicensed Corporation doing business can be sued

An unlicensed corporation who does or engages business in the country should and will be
amenable to processes and the jurisdiction of the local courts, this rule being for the
protection of citizens. It cannot impugn the jurisdiction of the Philippine courts in any suit filed
against it on the ground that it has no license to transact business.

§162.00 Foreign corporation raising counterclaims

It has been held that actions by a foreign corporation are governed by the rules different from
those filed against them. When a foreign corporation is sued, it may interpose a
counterclaim which would defeat the complaint; if it is the one suing on an isolated contract
or it is exempt from the license requirement, a local defendant can file a counterclaim against it,
in which case the foreign corporation is a defendant in said counterclaim, in either of which case,
the foreign corporation is not maintaining a suit. However, such counterclaim may embrace only
compulsory counterclaim, not a permissive one, for the former unlike the latter, if not raised, is
deemed waived. A permissive counterclaim is a complaint by itself and raising it is maintaining a
suit, which cannot be maintained by a foreign corporation doing business without license to
recover any debt, claim or demand.

§163.00 Unlicensed corporation not doing business can sue and be sued.

1. An unlicensed foreign corporation not doing business in the Philippines can sue or be
sud in the country in connection with an isolated contract with a local entity. The object of the
law in requiring a foreign corporation to secure a license before it can do business and sue in the
country is not to prevent the m corporation from performing single acts, but to prevent it from
acquiring domicile for the purpose of business without taking the necessary steps to render it
amendable to suit in the local courts. Exclusion of foreign corporation is not the purpose of the
legislature, which happens to obtain an isolated order for business from the Philippines from
securing redress in Philippine court and thus, in effect, to permit persons to avoid their contracts
made with such foreign corporations.

2. A foreign corporation not doing business in the Philippines and is not licensed to do
business can sue a domestic or local entity for claims arising out of contract entered into and
consummated outside the country. It is not the lack of the prescribed license to do business in the
country but the disability of the corporation from access to Philippine courts. Lack of capacity to
sue is a common procedural tactic of defaulting local companies which are sued by unlicensed
foreign corporations not engaged in business. The doctrine of lack of capacity to sue based on
failure to first acquire a local license is premised on considerations of sound public policy. It was
never intended to favour domestic corporations who enter into solitary transactions with unwary
foreign firms and then repudiate their obligations simply because the latter are not licensed to do
business in the country.

3. A foreign company that has not established itself in the Philippines and has not
engaged in business in the country has a cause of action arising out of a collusion which took
place in the Philippines. For purposes of enforcing such action, foreign corporation recording its
articles with Securities and Exchange Commission is not necessary. In case of loss, the foreign
corporation could sue the operator of the arrastre service responsible for the loss for the value of
the shipment because while it is a foreign corporation, not licensed to do business, it was not
engaged in business.

Under the “isolated transaction rule” only foreign corporations can avail themselves of
the privilege of suing before Philippines courts even without a license.

4. Is a foreign, not engaged in business in the Philippines, is not barred from seeking
redress from courts in the Philippines, a fortiori, that same corporation cannot claim exemption
from being sued in the Philippine court for acts done against a person or persons in the
Philippines. Extra- territorial service of summons may be effected upon said foreign corporation
under Rule 14, Sec 17 of the Rules of court, and pending such extra-territorial service, the
attachment may be maintained.

Finally, the rule may thus be restated: a foreign corporation, although not engaged in business in
the Philippines, may still look up to Philippine courts for relief; reciprocally, such corporation
may likewise be used in Philippines courts for acts done against a person or persons’ in the
country, provided, that, in the latter case, it would not be impossible for court processes to reach
the foreign corporation. For state may not exercise jurisdiction in the absence of good basis for
effectively exercising it, whether the proceedings are in rem, quasi in rem, or in personam.

§164.00 Right to protect corporate name of foreign corporation.

A corporation name is the name of a corporation as set forth in its article of

incorporation, by which it is to do all legal acts and to sue and be sued. The Supreme Courts
underscored the importance of a corporate name.

“A name is peculiarly important as necessary to the very existence of a corporation. Its

name is one of its attributes, an element of its existence, and essential to its identity. The general
rule as to corporations is that each corporation must have a name of which it is to sue and be
sued and do all legal acts. It designates the corporation in the same manner as the name of an
individual designates the person, and the right to sue its corporate name is as much a part of the
corporate franchise as may other privilege granted. “

“A corporation acquires its name by choice and need not select a name identical with or
similar to one already appropriated by a senior corporation while an individual’s name is thrust
upon him.” Philips Export B. V. v. Court of Appeals, 206 SCRA 457 (1992).

A corporation registers its corporate name with the Securities and Exchange Commission
when it submits its articles of incorporation, which sets forth its name, for registration and
incorporation or when it submits its amended articles changing its corporate name for its
approval.

The policy underlying the prohibition in Section 18 against the registration of a corporate
name which is identical or deceptively or confusing similar to that of any existing corporation or
which is patently deceptive or contrary to existing laws, is the avoidance of fraud upon the public
which would have occasion to deal with the entity concerned, the evasion of legal obligations
and duties, and the reduction of difficulties of administration and supervision over corporations.

The SEC’s authority to deny the registration of, or to de-register, corporate names which
are non-registrable is granted by Section 18 of the Corporation Code. It is the duty of the SEC to
prevent confusion and to protect the public.

The SEC guideline:

 1. If the proposed name contains a word similar to a word already used as part of the firm
name or styled of a registered company, the proposed name must contain two words
different from the company already registered.” may apply if the word used is a common
or generic name.
2. Does not apply if the word is a valid trademark or trade name of another entity of a
previously used or registered corporate name, in which case no other person or entity can
use it without the authority or consent of its prior user and registered owner.
3. Should be construed in relation to the pertinent provisions of R.A. 8293 governing the
registration and protection of trademarks or trade names and service marks. R.A. 8293
may not be used without infringing or violating the former’s property rights thereto.

There are two requisites that must be proven to come within the scope of Sec. 18 of the
Corp. Code, namely:

1) The complainant corporation acquired a prior right over the use of the corporate name;
and
2) The proposed name is either: (a) identical or, (b) deceptively or confusingly similar to
any other name already protected by law; or (c) patently confusing or contrary to existing
laws. The right to the exclusive use of a corporate name with freedom from infringement
by similarity is determined by priority of adoption and use.

In determining the existence of confusing similarity in corporate names, (1) the test is
whether similarity is such as to mislead a person using ordinary care and discrimination. For this
purpose, one must evaluate corporate names in their entirety and place in juxtaposition. (2) The
test of dominancy which is applied where the corporate name is a composite name consisting of
two or more words. Whether or not two corporations have the same name or the same related
goods may be shown in the purpose clauses of their respective articles of incorporation.
Confusion may still arise and entitle the senior corporation to protection against the use of the
similar corporation name by a junior corporation. “Modern law recognises that protection to
which the owner of a trademark is entitles is not limited to guarding his goods or business from
actual market competition with identical products of the parties, but extend to all cases in which
the use by a junior appropriator of a trademark is likely to lead to a confusion of source. This
principle applies with equal force in the use of corporate names.

Local incorporators may not be allowed to use and register a corporate name which is
identical with the corporate name of a foreign unregistered and unlicensed corporation, in order
to protect its reputation, corporate name, goodwill, through the natural development of this trade.
The foreign corporation is entitled to enjoin the local incorporators from using its corporate
name.
§164.01. Pleading and practice, requirements for suing.

A suing foreign corporation must allege facts which will show on the face of its
complaint that is has the legal personality to sue. It differs as to whether the suing foreign
corporation is duly licensed to do business, or is unlicensed and is suing on an isolated
transaction, or to protect its mark or trade name.

1. Duly licensed foreign corporation. — A foreign corporation duly licensed to do

business in the county can sue or be sued. It should allege in its complaint that it is a foreign
corporation duly licensed to transact business in the Philippines. Without these, the latter will
have no legal personality to sue and its complaint will be dismissed. The complaint must allege
facts constituting the doing of business in the country for purposes of the court acquiring
jurisdiction by way of service of summons. However, there is no need to prove first the fact that
the defendant is doing business in the country, which can be done during trial.

2. Not licensed and not doing business foreign corporation. —A foreign corporation not
doing business and having no license has the right to sue in connection with an isolated order or
transaction for business from the Philippines to seek redress in Philippine courts. To be able to
sue, the complaint must allege: (a) that it is a foreign corporation not licensed and not doing
business in the country, that it is suing upon a singular and isolated transaction, and that it has
right and interest in the subject matter of the suit; (b) must allege sufficient facts from which
these requisites can be deduced to be present; and (c) and it must allege who is its authorised
representative or resident agent in the Philippines. If these are clearly averred in the complaint,
then its complaint is in sufficient form and substance and is entitled to be given due course; but is
still need has to prove during trial. Failure to prove its legal capacity to sue as a foreign
corporation on an isolated transaction would be a ground for dismissal. In other words, a foreign
not doing business in the Philippines may have the right to sue before Philippine courts, but it
has to first affirmatively plead its complaint the qualifying circumstances for the assertion of
such right.