SEC Adm. Case No. 06-04-07 UK Immigrant Facilitator and Investor Consultancy, Inc.

Securities and Exchange Commission SEC Building, EDSA. Greenhils, Mandaluyong City Republic of the Philippines Department of Finance

Office of the General Counsel

COMPLIANCE AND ENFORCEMENT DEPARTMENT, noW the ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT.

Petitioner.

SEC Admin Case No. 06-04-07

FOR: Revocation of Primary CED Case No. 04-2796 Franchise

UK IMMIGRANT FACILITATOR AND INVESTOR CONSULTANCY, INC.

Respondent Corporation.

DECISION

("Petitioner"), now the Enforcement and Investor Protection Department, on 07 June Corporation"). Petitioner prays that the Certificate of Registration of Respondent Corporation be revoked for serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public. 03 June 2004, filed. by the then Compliance and Enforcement Department 2004 against UK Immigrant Facilitator and Investor Consultancy, Inc. ("Respondent Before us is a Petition for Revocation of Primary Franchise ('Petition' dated

ANTECEDENT FACTS AND PROCEEDINGS

facts and proceedings: As borne out by the evidence on record, the following are the antecedent

Commission ('Commission") on 21 October 2003, with Company Registration No. Respondent Corporation was registered with the Securities and Exchange

1 Section 6(i), paragraph 2, Presidential Decree 902-A, 11 March 1976

CED (now the EIPD) v. UK Immigrant Facilitator and Investor Consultancy, Inc. SEC Admin Case No. 06-04-07 Page 2 of 6

Corporation's primary purpose is: CS200323149.2 As provided for in its Articles of Incorporation, Respondent

(b)To .cater Immigrant applicants to UK and facilitates documents (a) To facilitate Immigrant to United Kingdom of London (sic). required for immigrants (sic). 3

is not authorized to do so by the POEA.7 Corporation. Consequently, Petitioner made representations with the Philippine Overseas Employment Administration ("POEA") on the status of Respondent Corporation. As certified by the POEA, Respondent Corporation was not licensed to recruit workers for overseas employment.5 Further, a Ciosure Order was already illegal recruitment which constitutes danger to national security and public order or will iead to further exploitation of job seekers. Thus, Petitioner contends that the operation of Respondent Corporation is not merely ultra vires but, worst, illegal, as it Melanie Binas regarding the alleged illegal recruitment activities of Respondent issued by the POEA on 02 April 2004 against Respondent Corporation for committing On 06.April 2004, Petitioner received a letter-complaint from a certain

registered mail on 20 July 2004 to the principal office of the Respondent Corporation Corporation to file its Answer to the Petition and to show cause within fifteen (15) days from receipt of said Order why Respondent Corporation's certificate of registration should not be revoked.8 The aforementioned Order was served via as stated in its Articles of Incorporation, but was returned unserved for the reason that its address was insufficient.: On 28 June 2004, the Commission issued an Order directing Respondent

of the Summons, its Answer to the Petition. requiring Respondent Corporation to file, within 40 days from the date of publication Hence, on 29 July 2004, the Commission issued Summons by Publication

Ibid, Annex "E", (POEA's Closure Order No. 21, Series of 2004), Records, p.01. % Order dated 09 November 2006, paragraph 3, Records, p.23. 2 Petition, Annex "A" (Respondent Corporation's Certificate of Incorporation), Records, p.13. 3 Ibid, Annex "B" (Respondent Corporation's Articles of Incorporation), Records, p.12. 4 Ibid, Annex "C" (Letter of Melanie Binas addressed to the CED dated 02 Aprit 2, 2004), Records, Pp. 5 Ibid, Annex "D" (Certification from the POEA dated 06 May 2004), Records, p.2. 7 Ibid, Records, p.15. 9 Ibid, paragraph 4, Records, p.22. 3-5

CED (now the EIPD) v. UK Immigrant Facilitator and Investor Consultancy, Inc. SEC Admin Case No. 06-04-07 Page 3 of 6

to file the required Answer. Accordingly, on 09 November 2006, the Commission issued an Order declaring Respondent Corporation in default and allowing the receipt of Petitioner's evidence. 10 Despite notice, however, records disclose that Respondent Corporation failed

ISSUE:

or is. doing to the great prejudice of or damage to the general public. should be revoked for serious misrepresentation as to what the corporation can do Whether or not the Certificate of Registration of Respondent Corporation

RULING:

that its primary purpose as a consultancy corporation is: In the present case, Respondent Corporation's Articles of Incorporation states

(b) To cater Immigrant applicants to UK and facilitates [sic] documents (a) To facilitate Immigrants to United Kingdom of London [sic]. required for immigrants.

On the other hand, Respondent Corporation's secondary purpose is:

* Consultation for foreign investor.

is not operating as a consultant; instead, it is engaged in the business of hiring and asking thousands of money from numerous applicants who are seeking employment in the United Kingdom. processing the necessary documents for employment to the United Kingdom on behalf of the applicants. Melanie Binas further averred that Respondent Corporation that Respondent Corporation is accepting applicants for caregiver and is likewise However, in the letter-complaint of Melanie Binas, she alerted the Petitioner

10 Ibid. Corporation is performing activities constituting "recruitment and placement" as defined under Article 13, paragraph (b) of the Labor Code of the Philippines, to wit: From the letter-complaint abovementioned, it is apparent that Respondent enlisting, contracting, transporting, utilizing, hiring or procuring workers, and "Recruitment and placement" refers to any act of canvassing,

CED (now the EIPD) v. UK Immigrant Facilitator and Investor Consultancy, Inc. SEC Admin Case No. 06-04-07 Page 4 of 6

includes referrals,: contract services, promising or advertising for employment, locally or abroad, whether for profit or not. xxx

above is not among the purposes stated in the Articies of Incorporation of Respondent Corporation. Therefore, these acts are ultra vires or beyond the Respondent Corporation's authority to perform or engage in. Notably, engaging in the business of "recruitment and placement" as defined

license/authority must be secured from the Department of Labor and Employment recruitment and placement activities, it is a condition sine qua non that a valid through the POEA. Consequently, in the absence of such license/authority, the violator shall be liable for Illegal Recruitment as defined in Section 611 of Republic 1995." Thus, to this extent, Respondent Corporation's acts are not merely ultra vires but, worst, illegal per se. Act No. 8042, otherwise known as the "Migrant Workers and Overseas Filipino Act of Moreover, it must be emphasized that before an entity may engage in

confirmed by the Closure Order issued by then POEA Administrator Rosalinda Dimapilis-Baldoz on 02 April 2004, to wit: That Respondent Corporation was indeed engaged in illegal recruitment is

XXX

I hereby order the CLOSURE of UK IMMIGRATION FACILITATOR and INVESTOR CONSULTANCY located at Unit 3B 3rd Floor, Carmen Building, 342 Buendia Avenue, Pasay City, having verified that said establishment/entity:

(1) Committed Illegal Recruitment defined under Sec. 6 of RA 8042,l amended, without a valid license/authority from the DOLE; specifically, by performing activities constituting recruitment and placement as defined under Article 13, Par. (b), Title I of P.D. 442 as

(2) The activities of such non-licensee/non-holder of authority, constitute a danger to national security and public order or

hiring, procuring workers and includes referring,; contact services, promising or advertising for known as the Labor Code of the Philippines. xxx" employment abroad, whether for profit or not, when undertaken by a non-license or non-holder of authority contemplated under Articie 13(f) of Presidential Decree No. 442, as amended, otherwise 1 wIllegal recruitment shall mean any act of canvassing, enlisting, contracting, transporting, utilizing,

CED (now the EIPD) v. UK Immigrant Facilitator and Investor Consultancy, Inc. SEC Admin Case No. 06-04-07 Page 5 of 6

will lead to further exploitation of job seekers. xxx12 (Emphases u)

pursuant to Section 6 (i) (2) of PD 902-A as amended.13 what the corporation can do or is doing to the great prejudice of or damage to the general public which warrants the revocation of its Certificate of Registration committing illegal recruitment activities, is liable for serious misrepresentation as to Based from the foregoing, it is obvious that Respondent Corporation, by

Registration had been effectively revoked14 on 19 January 2012 for non-compliance with the following reportorial requirements15: However, records will show that Respondent Corporation's Certificate of

(a) General Information Sheets -- 2005-2011 (b) Financial statements -- 2004-2010

a non-extendible period of two (2) years from 31 December 2013, or until 31 the Commission En Banc resolved to grant corporations with revoked certificates of incorporation. which were registered from 2001-2006 and covered by Mass Revocation Orders issued from 2001-2013, which includes Respondent Corporation, December 2015, within which to file their.Petitions to Set Aside the Order of Revocation with the Commission. Records indicate that Respondent Corporation has disqualified from filing the said Petition to Set Aside the Order of Revocation on the ground that it unlawfully and illegally engaged in recruitment activities. not yet availed of such remedy. Nonetheiess, Respondent Corporation should be Conversely, pursuant to SEC Memorandum Circular No. 22, Series of 2013,

Department dated 22 November 2013, Records, p. 45. Monitoring Department to revoke, after complying with due process, Certificates of Incorporation of registered partnerships or corporations on the following grounds: xxx 4. If companies fail to file/register for a period of at least five (5) years any of the following: i. Financial Statements; ii. General Information Sheets; and iii. Stock and Transfer Book/Membership Book. xx" 12 Supra, note 6. 13 nSec."6. In order to effectively exercise such jurisdiction, the Commission shall possess the following powers: xxx (i) or certificate of registration of corporations, partnerships or associations, upon any of the grounds provided by law, including the following: xxx [2] Serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public; xxx." I4 Certification of Corporate Filing/Information issued by the Company Registration and Monitoring 15 SEC Resolution No. 359, series of 2010, "RESOLVED, To Authorize the Company Registration and To suspend, or revoke, after proper notice and hearing, the franchise

CED (now the EIPD) v. UK Immigrant Facilitator and Investor Consultancy, Inc. SEC Admin Case No. 06-04-07 Page 6 of 6

hereby GRANTED .on the ground of "serious misrepresentation as to what the revoked the Certificate of Registration of Respondent Corporation for non- Franchise of UK IMMIGRANT FACILITATOR AND INVESTOR CONSULTANCY, INC. is corporation can do or is doing to the great prejudice of or damage to the general public", in violation of. Section 6(i)(2) of PD 902-A, as amended. However, considering that the Company Registration and Monitoring Department had already compliance with the reportorial requirements, the prayer for revocation is hereby declared MOOT and ACADEMIC. WHEREFORE, premises considered, the Petition for Revocation of Primary

having been found liable for "serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public". exercising its remedy to file a Petition to Set Aside the Order of Revocation for Nonetheless, Respondent Corporation is hereby DISQUALIFIED from

Prosecution Department and the Company Registration and Monitoring Department for their information. Let a copy of this Order be furnished to the Enforcement and Investor

SO ordered.

Mandaluyong City, 20 February 2014.

TERESITA J. HERBOSA

Chairperson

MA. Commissic UANITA E 0 Commi. 1 IJAL

MANUEL Commissioner TO B. GAITE ANTONIETA F. IBE Commissioner wi Moxur lie