03 February 2017

Dear Counsels,

You were referred to me by a friend of a friend of a friend and in this regard, I seek your VIP
(very important piece of) advice.

My lolos lola and her amigas are planning to open a business in Angeles, Pampanga. There
are 5 of them, all accountants so money experts, of course and they want to sell soshal
Marikina-made bags in a soshal, standalone store inside the Clark Freeport Zone. My lola is
the richest of them all and her amigas are on the kuripot side. However, she is feeling
generous so she definitely has the capital to do what she wants. Her amigas can contribute
their time and expertise (if any).

Anyway, here are their ideas:

She can open the business solely in her name. Her friends will also help share in the
operational expenses but everything will be in my lolas name.
She and her friends can put up a general professional partnership since they are all
accountants, and sell the Marikina bags on the side. O diba, tax shield pati?
She and her friends can also put up a corporation and my lola will be the President.
Her amigas will be the Vice President, Secretary and Treasurer. My lolo will be the
Sergeant at Arms.
My lolas amiga is friends with the CEO of another soshal bag company so she
suggested that maybe they can form a corporation and join forces with that company.

As a former executive in a big bank where she worked for decades, my lola is a stickler for
organizational hierarchy. In other words, she likes bossing people around! Her amigas, not so
much they like it informal. My lola can handle the paperwork, though, if needed.

Please advise us as to the best course of action. Specifically guide us on the following
concerns:

1) The different types/forms of business organizations

2) The similarities/differences among them
3) Based on their needs, which would be the best kind of business organization for my
lola and her amigas
4) What is the best way for them to distribute the workload and the potential income?
Equally? Depending on contributions?

I look forward to your response and please bill me accordingly. Thank you.

Sincerely,

Jennifer

INSTRUCTIONS:

1) Please read Cesar Villanuevas Philippine Corporate Law book for your guide, from p. 11-38. You
may also use other references such as Campos and De Leon.
2) Please answer comprehensively in letter format (opinion). No min or max number of pages.
3) Submit through email to enuhski@me.com not later than February 10, 5 pm and prepare a hard
copy for our next meeting.
4) Margins 1 all around, font size (11 or 10.5, if your preferred font is on the big side)
5) Always indicate your name/s on each and every page.