Opinion No. 06-34 RE : Limited Practice of Profession of Foreign National

:", .,':'- /~,'_). ,, -'f(:;?:::\~t'.;. :-:\~:~ »R~p~ Ie of~tli1'~ipIillfti~ine~" Department of Finance Securities and Exchange Commission SEC Bldg. EDSA, Greenhills, MandaIuyong City OFFICE OF THE GENERAL COUNSEL 17 October 2006 SEC Opinion No. 06-34 Limited Practice of Profession of Foreign National ATTY. P.V. VERGEL ])E DIOS, JR. Counsel for Hanjirl~Heavy]ndustries and Construction Co. Ltd. Vergel De Dios Iv1.~ritimeLaw Offices No. 280 T. Morato'Ave., cor. Set. Limbaga St./ 1103 Quezon City/Philippines Sir: This refers to your letter dated 6 July 2006 requesting opinion on whether or not Korean! foreign professional naval architects and marine engineers can register a wholly-owned professional corporation in the Philippines. You stated in your letter that the foreign naval architects and marine engineers who are planning to incorporate shall exclusively limit their practice of profession to the Subic Shipbuilding Project in Subic Bay Freeport Zone. In reply thereto, the Sixth Regular Foreign Investment Negative List1 provides that no foreign equity shall be allowed in the practice of all professions under List A, save in cases prescribed by law. The pertinent portion of the list is quoted in part thus: No foreign Equity "xxx xxx xxx 2. Practice of all professions a. Engineering xxx xxx ,xxx xi. Naval architecture and marine engineering" / I Executive Order No. 389. Promulgating the Sixth Regular Foreign Investment Negative List. http://www.sec.gov.ph • +(632) 726 09 31 to 39

Unless .herein exempted from rto practice. naval architecture and }ralid certificate of registration as naval 'iud. (a) Registration shall not be xxx xxx. ",2: fts'and marine engineers from other {20Ilsultation or for specific design, x{~edthat their practice shall be limited to xxx xxx. +",.,,' . ,',' ,. ,::~0>,_-c,.,:.: .~._. ", .::~:~/t,:.~-;'-_~'~~;,:F;:?,_, . Section"?~:ror:~,~~f,l:~!2~!W0city- A person who is not a citizen of the Philippines at ili~,~I,ri~h~}~ifB~~~' ..f6r the examination may be allowed to take such examinationifhecai\(I'~~~e.iy}a:manner provided by the Rules of Court that, by specific provisionsof!1,h'y/thecountry of which he is citizen, subject or national, either admits citizen of the Philippines to the practice of naval architecture and marine engineering without~J~triction or allows them to practice the profession after an examination on terms of strict and absolute equality with citizens, subjects or nationals of said country, including the unconditional recognition of degrees issued by the institutions of learning duly recognized for the purpose by the Government of the Philippines: Based on the aforequoted prOVISIOnsof law, foreign naval architects and marine engineers may be exempted from the registration requirement provided that their practice of profession shall be limited to consultation, or for specific design, construction or project. However, -a foreigner must also secure an authority to practice naval architecture or marine engineering from the Philippine Regulation Commission and a special temporary working permit from the Department of Labor and Employment and a working visa from the Bureau of Immigration and Deportation before he can practice his profession for such limited project in the Philippines. Furthermore, it is required that a foreigner must show proof that the law of the country of which he is a citizen, subject or national, either admits citizens of the Philippines to such practice of profession without restriction or allows them to practice the profession after passing a licensure examination for naval architecture and marine engineering, in compliance with the above-quoted reciprocity provision. 2 An Actto Regulatethe Practiceof NavalArchitectureandMarineEngineeringin the Philippines. 2

. .' . to. ~~ •••.• .' ., '.,. ~~',"!. ,\ 'J " Anent the issue on the establishment of a corporation, firm or partnership which will engage in the business of naval architecture and marine engineering or practice of profession, Section 26 of Republic Act No. 4565provides, thus: "Section 26. Firms and Corporation engaged in the practice of. naval architecture and marine engineering - A firm, partnership, corporation or association may engage in the practice of naval architecture and marine engineering in the Philippines provided that such practice is carried out under the supervision of a naval architect and mariJ;1:~engineer or naval architects and marine engineers holding valid certificates of registration issued by the Board." In view thereot foreign naval architects and marine engineers may be allowed to form a corporation or establish a firm or partnership to practice their profession in the Philippines, solely for the purpose of undertaking the Subic Shipbuilding Project in Subic Bay Freeport Zone,3 which shall be understood to be undertaken only for a limited duration or period of time provided that the practice of profession shall be undertaken by and under the supervision of a duly registered naval architect and marine engineer with the Board of Examiners for Naval Architects and Marine Engineers. It shall be understood that the OpInIOnrendered is based on the facts disclosed in the query and relevant solely to the particular issues raised therein and shall not be used in the nature of a standing rule binding upon the Commission in other cases whether of similar or dissimilar circumstances. Very truly yours, VERNETTE G. UMALI-PACO General Counsel 3 Article 76 of Executive Order 226, otherwise known as the Omnibus Investment Code of 1987 provides: "Article 76. Einployment of Foreign Nationals. The provisions oflaw to the contrary notwithstanding, Export Processing Zone Authority, hereinafter referred to as the "Authority" may authorize an alien or an association, partnership, corporation or any other form of business organization formed, organized; chartered or existing under any law other than those of the Philippines, or which is not a Philippines national, or the working capital of which is fully owned or controlled by aliens to do business or engage in an industry inside the export processing zone. Subject to the provision of Section 29 of Commonwealth Act No. 613, as amended, an enterprise, a zone registered enterprise may employ foreign nationals in supervisory, technical or advisory positions for a period not exceeding five (5) years from its registration, extendible for limited periods at the discretion of the Authority: Provided, however, That when the majority of the capital stock of a zone registered enterprise is owned by foreign national, the positions of president, treasurer, and general manager or their equivalents may be retained by foreign nationals bey.ond the period set forth herein. xxx xxx xxx A registered enterprise shall train Filipinos as understudies of foreign nationals in administrative, '0 ,up""",my ,nd teohni"l ,kill, ,ud ,ball ,uboll' """ua! ;epo,," ohud> tr>tining the Bond." . @