7/27/2019 SEC Opinion No. 62-03

1/2

November 28, 2003

SEC OPINION NO. 62-03

Atty. Pablito A. Perez,Atty. Percival O. Flores

Roco Kapunan Migallos Perez & Luna Law Offices

16th Floor, Strata 2000 BuildingEmerald Avenue, Pasig City

Gentlemen :

This refers to your letter dated 20 August 2003 requesting the imposition of availablesanction against Pacific International Insurance Co., Inc. for doing business without the

necessary license to operate and transact insurance business in the Philippines. DaIACS

Records on file with the Commission show that Pacific International Insurance Co., Inc is

not a duly registered foreign company in the Philippines. As such, it has no license tooperate and transact business with any prospective client relative to the issuance of

insurance policy. Attached for reference is the certificate of non-registration of subject

corporation.

Pacific International Insurance Co., Ltd. is a company engaged in the business ofinsurance and duly registered and existing by virtue of and under the laws of the

Independent State of Samoa and maintains a branch office in Hong Kong for itsadministrative and claims processing. TESDcA

On 01 May 1992, Mr. William M. Esposo and Pacific International Insurance entered

into a contract of health insurance. The policy document was signed by the parties inWestern Samoa and premiums were paid in Hong Kong.

Based on the information you disclosed to the Commission, the insurance company

appears to be doing business in the Philippines.

The Foreign Investment Act of 1991 (R.A. 7042) as amended by R.A. 8179 defines thephrase "doing business"

"xxx xxx xxxd. the phrase doing business" shall include soliciting orders, service contracts,opening offices, whether called "liaison" offices or branches; appointing representatives

or distributors domiciled in the Philippines or who in any calendar year stay in the

country for a period or periods 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 inprogressive prosecution of, commercial gain or of the purpose and object of the business

organization: Provided, however, That the phrase "doing business" shall not be deemed to

include mere investment as a shareholder by a foreign entity in domestic corporationsduly registered to do business, and/or the exercise of rights as such investor; nor having a

nominee director or officer to represent its interests in such corporation; nor appointing a

representative or distributor domiciled in the Philippines which transacts business in itsown name and for its own account."

To establish the fact that Pacific International Insurance Co., Inc. is "doing business", the

act of soliciting medical insurance and collection of premiums from Philippine clients

should be clearly and convincingly be supported by hard evidence. If the solicitation of

7/27/2019 SEC Opinion No. 62-03

2/2