REPUBLIC ACT No. 4363

AN ACT FURTHER AMEND ARTICLE THREE HUNDRED SIXTY OF THE REVISED PENAL CODE.

Section 1. Article three hundred sixty of the Revised Penal Code, as amended by Republic Act Numbered Twelve hundred and eighty-nine, is further amended to read as follows:

"Art. 360. Persons responsible. Any person who shall publish, exhibit, or cause the publication or exhibition of any defamation in writing or by similar means, shall be responsible for the same.

"The author or editor of a book or pamphlet, or the editor or business manager of a daily newspaper, magazine or serial publication, shall be responsible for the defamations contained therein to the same extent as if he were the author thereof.

"The criminal and civil action for damages in cases of written defamations as provided for in this chapter, shall be filed simultaneously or separately with the court of first instance of the province or city where the libelous article is printed and first published or where any of the offended parties actually resides at the time of the commission of the offense: Provided, however, That where one of the offended parties is a public officer whose office is in the City of Manila at the time of the commission of the offense, the action shall

be filed in the Court of First Instance of the City of Manila or of the city or province where the libelous article is printed and first published, and in case such public officer does not hold office in the City of Manila, the action shall be filed in the Court of First Instance of the province or city where he held office at the time of the commission of the offense or where the libelous article is printed and first published and in case one of the offended parties is a private individual, the action shall be filed in the Court of First Instance of the province or city where he actually resides at the time of the commission of the offense or where the libelous matter is printed and first published: Provided, further, That the civil action shall be filed in the same court where the criminal action is filed and vice versa: Provided, furthermore, That the court where the criminal action or civil action for damages is first filed, shall acquire jurisdiction to the exclusion of other courts: And provided, finally, That this amendment shall not apply to cases of written defamations, the civil and/or criminal actions to which have been filed in court at the time of the effectivity of this law.

"Preliminary investigation of criminal actions for written defamations as provided for in the chapter shall be conducted by the provincial or city fiscal of the province of city, or by the municipal court of the city or capital of the province where such actions may be instituted in accordance with the provisions of this article.

"No criminal action for defamation which consists in the imputation of a crime which cannot be prosecuted de officio shall be brought except at the instance of and upon complaint expressly filed by the offended party."

Section 2. If any section or sections of this Act shall be declared unconstitutional or invalid, it shall not invalidate the other sections hereof.

Section 3. This Act shall take effect only if and when, within thirty days from its approval, the newspapermen in the Philippines shall organize, and elect the members of, a Philippine Press Council, a private agency of the said newspapermen, whose function shall be to promulgate a Code of Ethics, for them and the Philippine press, investigate violations thereof, and censure any newspaperman or newspaper guilty of any violation of the said Code, and the fact that such Philippine Press Council has been organized and its members have been duly elected in accordance herewith shall be ascertained and proclaimed by the President of the Philippines.

RULE 4

Venue of Actions

Section 1. Venue of real actions. — Actions affecting title to or possession of real property, or interest therein, shall be commenced and tried in the proper court which has jurisdiction over the area wherein the real property involved, or a portion thereof, is situated.

Forcible entry and detainer actions shall be commenced and tried in the municipal trial court of the municipality or city wherein the real property involved, or a portion thereof, is situated. (1[a], 2[a]a)

Section 2. Venue of personal actions. — All other actions may be commenced and tried where the plaintiff or any of the principal plaintiffs resides, or where the defendant or any of the principal defendants resides, or in the case of a non-resident defendant where he may be found, at the election of the plaintiff. (2[b]a)

Section 3. Venue of actions against nonresidents. — If any of the defendants does not reside and is not found in the Philippines, and the action affects the personal status of the plaintiff, or any property of said defendant located in the Philippines, the action may be commenced and tried in the court of the place where the plaintiff resides, or where the property or any portion thereof is situated or found. (2[c]a)

Section 4. When Rule not applicable. — This Rule shall not apply.

(a) In those cases where a specific rule or law provides otherwise; or

(b) Where the parties have validly agreed in writing before the filing of the action on the exclusive venue thereof. (3a, 5a)

IMPLEMENTING RULES & REGULATIONS

OF

THE FOREIGN INVESTMENTS ACT OF 1991

[Republic Act No. 7042]

AN ACT TO PROMOTE FOREIGN INVESTMENTS, PRESCRIBE THE PROCEDURES FOR REGISTERING

ENTERPRISES DOING BUSINESS IN THE PHILIPPINES AND FOR OTHER PURPOSES

RULE IDEFINITIONS

f. "Doing business" shall include soliciting orders, service contracts, opening offices, whether liaison offices or branches; appointing representatives or distributors, operating under full control of the foreign corporation, domiciled in the Philippines or who in any calendar year stay in the country for a period totaling one hundred eighty [180] days or more; participating in the management, supervision or control of any domestic business, firm, entity or corporation in the Philippines; and any other 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 organization. cralaw

The following acts shall not be deemed "doing business" in the Philippines:1. Mere investment as a shareholder by a foreign entity in domestic corporations duly registered to do

business, and/or the exercise of rights as such investor;2. Having a nominee director or officer to represent its interest in such corporation;3. Appointing a representative or distributor domiciled in the Philippines which transacts business in the representative's or distributor's own name and account;4. The publication of a general advertisement through any print or broadcast media;5. Maintaining a stock of goods in the Philippines solely for the purpose of having the same processed by another entity in the Philippines;6. Consignment by a foreign entity of equipment with a local company to be used in the processing of products for export;7. Collecting information in the Philippines; and8. Performing services auxiliary to an existing isolated contract of sale which are not on a continuing basis, such as installing in the Philippines machinery it has manufactured or exported to the Philippines, servicing the same, training domestic workers to operate it, and similar incidental services.

Corporation Code

Sec. 127. Who may be a resident agent. — A resident agent may be either an individual residing in the Philippines or a domestic corporation lawfully transacting business in the Philippines: Provided, That in the case of an individual, he must be of good moral character and of sound financial standing. (n)

Sec. 128. Resident agent; service of process. — The Securities and Exchange Commission shall require as a condition precedent to the issuance of the license to transact business in the Philippines by any foreign corporation that such corporation file with the Securities and Exchange Commission a written power of attorney designating some person who must be a resident of the Philippines, on whom any summons and other legal processes may be served in all actions or other legal proceedings against such corporation, and consenting that service upon such resident agent shall be admitted and held as valid as if served upon the duly authorized officers of the foreign corporation at its home office. Any such foreign corporation shall likewise execute and file with the Securities and Exchange Commission an

agreement or stipulation, executed by the proper authorities of said corporation, in form and substance as follows:

“The (name of foreign corporation) does hereby stipulate and agree, in consideration of its being granted by the Securities and Exchange Commission a license to transact business in the Philippines, that if at any time said corporation shall cease to transact business in the Philippines, or shall be without any resident agent in the Philippines on whom any summons or other legal processes may be served, then in any action or proceeding arising out of any business or transaction which occurred in the Philippines, service of any summons or other legal process may be made upon the Securities and Exchange Commission and that such service shall have the same force and effect as if made upon the duly-authorized officers of the corporation at its home office.”

Whenever such service of summons or other process shall be made upon the Securities and Exchange Commission, the Commission shall, within ten (10) days thereafter, transmit by mail a copy of such summons or other legal process to the corporation at its home or principal office. The sending of such copy by the Commission shall be necessary part of and

shall complete such service. All expenses incurred by the Commission for such service shall be paid in advance by the party at whose instance the service is made.

In case of a change of address of the resident agent, it shall be his or its duty to immediately notify in writing the Securities and Exchange Commission of the new address. (72a; and n)

AM. No. 11-3-6-SC

AMENDMENT OF SECTION 12, RULE 14 •OF THE RULES OF COURT ON SERVICE UPONFOREIGN PRIVATE JURIDICAL ENTITYSection 12, Rule 14 of the Rules of Court is hereby amended to readas follows:

"SEC. 12. Service upon foreign private juridical entity. —When the defendant is a foreign private juridical entity whichhas transacted business in the Philippines, service may be madeon its resident agent designated in accordance with law for thatpurpose, or, i f there be no such agent, on the government

official designated by law to that effect, or on any of its officersor agents within the Philippines.

If the foreign private juridical entity is not registered inthe Philippines or has no resident agent, service may, with leaveof court, be effected out of the Philippines through any of thefollowing means:

a) B y personal service coursed through theappropriate court in the foreign country with theassistance of the Department of Foreign Affairs;

b) B y publication once in a newspaper of generalcirculation in the country where the defendant may befound and by serving a copy of the summons and thecourt order by-registered mail at the last known addressof the defendant;

c) B y facsimile or any recognized electronicmeans that could generate proof of service; or

d) B y such other means as the court may in itsdiscretion direct."

This rule shall take effect fifteen (15) days after publication in anewspaper of general circulation in the Philippines