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    Securities and Exchange Commission: SEC Bldg. EDSA, Greenhills, Mandaluyong City

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    Jakko Malutao
    1. The document discusses the allowable activities of a representative office of a foreign bank, ING Asia Private Bank Limited, in the Philippines. 2. It confirms that the representative office can engage in marketing and promoting the bank's products, as long as any transactions are booked and executed entirely outside of the Philippines. 3. Any investment in foreign securities would still need to comply with Philippine securities laws and regulations.

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    © All Rights Reserved
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    Securities and Exchange Commission: SEC Bldg. EDSA, Greenhills, Mandaluyong City

    Uploaded by

    Jakko Malutao
    18 views4 pages
    1. The document discusses the allowable activities of a representative office of a foreign bank, ING Asia Private Bank Limited, in the Philippines. 2. It confirms that the representative office can engage in marketing and promoting the bank's products, as long as any transactions are booked and executed entirely outside of the Philippines. 3. Any investment in foreign securities would still need to comply with Philippine securities laws and regulations.

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    Law partnership

    Original Title

    10-01

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    1. The document discusses the allowable activities of a representative office of a foreign bank, ING Asia Private Bank Limited, in the Philippines. 2. It confirms that the representative office can engage in marketing and promoting the bank's products, as long as any transactions are booked and executed entirely outside of the Philippines. 3. Any investment in foreign securities would still need to comply with Philippine securities laws and regulations.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    18 views4 pages

    Securities and Exchange Commission: SEC Bldg. EDSA, Greenhills, Mandaluyong City

    Uploaded by

    Jakko Malutao
    1. The document discusses the allowable activities of a representative office of a foreign bank, ING Asia Private Bank Limited, in the Philippines. 2. It confirms that the representative office can engage in marketing and promoting the bank's products, as long as any transactions are booked and executed entirely outside of the Philippines. 3. Any investment in foreign securities would still need to comply with Philippine securities laws and regulations.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
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    '.JJ

    Republicof the Philippines


    SECURITIES AND EXCHANGE COMMISSION
    SEC Bldg. EDSA, Greenhills, Mandaluyong City

    OFFICE OF THE GENERAL COUNSEL

    13 January 2010

    SEC-OGCOpinion No. 10-01

    Allowed activities for a foreign


    bank's representative office in the
    Philippines

    Sycip Salazar Hernandez & Gatmaitan


    SSHGLaw Centre
    105 Paseo De Roxas
    Makati City 1226

    ATTENTION: Attys. RafaelA. Morales, Vicente D. Gerochi IV,


    and Arlene M. Maneja

    Gentlemen:

    This refers to your letter dated 28 December 2009, requesting our


    confirmation of your view that your client ING Asia Private Bank Limited's (a
    banking corporation registered and existing under Singaporean laws; "IAPBL/ for
    brevity) proposed representative office here in the Philippines may legally
    engage in the following activities:

    "1. Prospect clients and invite such clients to open offshore


    accounts with IAPBL;

    2. Assist clients in the account opening process and send the


    account opening documents signed by clients to IAPBL's offshore
    head office for acceptance and opening;
    qy
    Page I of 4
    •
    3. Communicate with the clients and provide them with the
    available information about their accounts including reporting to
    clients on the performance, structure and individual components of
    their offshore portfolios;

    4. Determine client's investment risk profile, investment goals and


    constraints and, in line with the client's risk profile and investment
    goals, provide client with appropriate investment proposals and
    model portfolios for such client's offshore investment;

    5. Promote and market IAPBL's products and services such as


    listed/unlisted foreign equities, bond, funds, derivatives, foreign
    exchange and loans including giving advice to clients in the
    management of their assets deposited in their offshore accounts
    with IAPBL;

    6. Refer clients to IAPBL's offshore trust and insurance teams, as


    clients may require, without offering insurance products;

    7. Transmit c1ients'orders or instructions to IAPBL's offshore head


    office for acceptance and execution, and confirm to clients that
    their orders or instructions have been executed by IAPBL abroad;
    and

    8. Transmit clients' instructions to obtain loan facilities with IAPBL


    offshore."

    The above-enumerated activities shall be subject to the following


    parameters or restrictions:

    "(a) The Representative Office will. not transact any banking


    business, such as acceptance of deposits and foreign exchange
    trading.

    (b) All transactions entered into through the promotional and


    marketing efforts of the Representative Office will be booked only
    by IAPBL in Singapore or by any of IAPBL's branches in other
    jurisdictions. The Representative Office will not charge any fees in
    the performance of its activities and functions, as it is not
    authorized to generate income from such activities and functions in
    the Philippines. .

    (c) IAPBL's products and services, while promoted by the


    Representative Office in the Philippines, can only be sold or
    ~

    Page 2 oH
    • o
    executed outside the country. Thus, all proposed transactions with
    clients in the Philippinesare subject to acceptance and confirmation
    by IAPBL in Singapore or the relevant branch of IAPBL in another
    jurisdiction. Once so accepted and confirmed, IAPBL Singapore or
    such branch will execute the transactions or perform the services
    outside the Philippines;

    (d) Payments for IAPBL's products and services are made by


    Philippine clients directly to IAPBL Singapore or its contracting
    branch outside the Philippines. The Representative Office is not
    allowed to receive such payments;

    (e) Any marketing of securities in the Philippines is subject


    to the provisions and requirements of the securities
    Regulation Code and its implementing rules and
    regulations." .

    We confirm that the representative office may engage in these activities


    provided it strictly adheres to the said parameters or restrictions. The
    representative office's conduct of these activities subject to the parameters is
    consistent with ~he Implementing Rules and Regulations of the Foreign
    I

    Investments Act o~1991, which provides that:

    "Rep~esentative or liaisonoffice dealsdirectly, with the clients of


    the parent companybut does not derive incomefrom the host country
    and is fully ~ubsidizedby its headoffice. It undertakesactivitiessuch as
    but not limited to information disseminationand promotion of the
    company'sPrtoductsas well as qualitycontrolof products.,11
    I
    I

    We emphasize that these activities are limited only to marketing and


    promotion of IAPBL's products and services to Philippine clients. However, all
    transactions will t>J booked, sold or executed outside the Philippine'sjurisdiction,
    and it will derive ~o income from within the country. Thus, the representative
    office will not !exceed its authority. Regarding the marketing of
    listed/unlisted foreign securities, we further emphasize that the
    representative office will still be subject. to the requirements of the
    Securities Regul~tionCode and its implementing rules and regulations
    including but not limited to the registration of securities.2 This ensures
    I

    I IMPLEMENTING RULES & REGULATIONS OF THE FOREIGN INVESTMENTS ACT OF 1991


    I
    ~Republic Act No. 7042), Rule 1, Section 1.
    SECURITIESREGULAT'ON CODE, (REPUBLIC ACT NO. 8799, approved~9 uly 2000), Section 8
    provides: I
    I
    "SEC. 8. Requi~ement of Registration of Securities.
    I

    i
    I
    I Page30f4
    I~ "

    •
    that prospective Philippine clients investing in foreign securities are
    also protected.

    This Opinion is rendered based solely on the facts and circumstances


    disclosed 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. If, upon investigation, it
    will be disclosed that the facts relied upon are different, this opinion shall be
    rendered null and void.

    Please be guided accordingly.

    VERNETTE G. UMALI-PACO
    General Counsel

    8.1. Securities shall not be sold or offered for sale or distribution within the
    Philippines, without a registration statement duly filed with and approved by the
    Commission. Prior to such sale, information on the securities, in such form and
    with such substance as the Commission may prescribe, shall be made available to
    each prospective purchaser."

    Page4of4

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