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[Jurisprudence has it, however, that the term implies a continuity of commercial dealings and arrangements, and
contemplates, to that extent, the performance of acts or works or the exercise of some of the functions normally
incident to or in progressive prosecution of the purpose and subject of its organization.
In the Mentholatum case this Court discoursed on the two general tests to determine whether or not a foreign
corporation can be considered as doing business in the Philippines. The first of these is the substance test, thus:
The true test [for doing business], however, seems to be whether the foreign corporation is continuing the body of the
business or enterprise for which it was organized or whether it has substantially retired from it and turned it over to
another.
The second test is the continuity test, expressed thus:
The term [doing business] implies a continuity of commercial dealings and arrangements, and contemplates, to that
extent, the performance of acts or works or the exercise of some of the functions normally incident to, and in the
progressive prosecution of, the purpose and object of its organization.]
**
The Foreign Investments Act of 1991 (the FIA; Republic Act No. 7042, as amended), defines doing business as
follows:
Sec. 3, par. (d). 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 in the progressive prosecution of, commercial gain or of the purpose and object of the business
organization.
An analysis of the relevant case law, in conjunction with Sec 1 of the IRR of the FIA (as amended by RA 8179), would
demonstrate that the acts enumerated in the VAASA do not constitute doing business in the Philippines. The said
provision provides that the following shall not be deemed doing business:
(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
representatives or distributors 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; and
(8) 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.
By and large, to constitute doing business, the activity to be undertaken in the Philippines is one that is for profitmaking.
By the clear terms of the VAASA, Agilents activities in the Philippines were confined to (1) maintaining a stock of
goods in the Philippines solely for the purpose of having the same processed by Integrated Silicon; and (2)
consignment of equipment with Integrated Silicon to be used in the processing of products for export. As such, we
hold that, based on the evidence presented thus far, Agilent cannot be deemed to be doing business in the
Philippines. Respondents contention that Agilent lacks the legal capacity to file suit is therefore devoid of merit. As a
foreign corporation not doing business in the Philippines, it needed no license before it can sue before our courts.