G.R. No. 184008. August 3, 2016. *
INDIAN CHAMBER OF COMMERCE PHILS.,
INC., petitioner, vs. FILIPINO INDIAN CHAMBER
OF COMMERCE IN THE PHILIPPINES, INC.,
respondent.
Corporation Code; Section 18 of the Corporation Code
expressly prohibits the use of a corporate name which is
identical or deceptively or confusingly similar to that of any
existing corporation.—Section 18
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* THIRD DIVISION.
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Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
of the Corporation Code expressly prohibits the use of a
corporate name which is identical or deceptively or
confusingly similar to that of any existing corporation: No
corporate name may be allowed by the Securities and
Exchange Commission if the proposed name is identical or
deceptively or confusingly similar to that of any existing
corporation or to any other name already protected by law or
is patently deceptive, confusing or contrary to existing laws.
When a change in the corporate name is approved, the
Commission shall issue an amended certificate of
incorporation under the amended name.
Same; To determine the existence of confusing
similarity in corporate names, the test is whether the
similarity is such as to mislead a person, using ordinary care
and discrimination.—It is settled that to determine the
existence of confusing similarity in corporate names, the test
is whether the similarity is such as to mislead a person, using
ordinary care and discrimination. In so doing, the court must
examine the record as well as the names themselves. Proof
of actual confusion need not be shown. It suffices that
confusion is probably or likely to occur.
Remedial Law; Securities and Exchange Commission;
Findings of fact of quasi-judicial agencies, like the Securities
and Exchange Commission (SEC), are generally accorded
respect and even finality by this Court, if supported by
substantial evidence.—Findings of fact of quasi-judicial
agencies, like the SEC, are generally accorded respect and
even finality by this Court, if supported by substantial
evidence, in recognition of their expertise on the specific
matters under their consideration, and more so if the same
has been upheld by the appellate court, as in this case.
Corporation Law; Securities and Exchange
Commission; It is the Securities and Exchange Commission’s
(SEC’s) duty to prevent confusion in the use of corporate
names not only for the protection of the corporation
involved, but more so for the protection of the public.—By
express mandate of law, the SEC has absolute jurisdiction,
supervision and control over all corporations. It is the SEC’s
duty to prevent confusion in the use of corporate names not
only for the protection of the corporation involved, but more
so for the protection of the public. It has the authority to de-
register at all times, and
280
280 SUPREME COURT REPORTS ANNOTATED
Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
under all circumstances corporate names which in its
estimation are likely to generate confusion.
PETITION for review on certiorari of the decision and
resolution of the Court of Appeals.
The facts are stated in the opinion of the Court.
Rivera, Santos & Maranan for petitioner.
JARDELEZA, J.:
This is a Petition for Review on Certiorari1
assailing the Decision and Resolution of the Court of
Appeals (CA) dated May 15, 20082 and August 4,
2008,3 respectively, in C.A.-G.R. S.P. No. 97320. The
Decision and Resolution affirmed the Securities and
Exchange Commission En Banc (SEC En Banc)
Decision dated November 30, 20064 directing
petitioner Indian Chamber of Commerce Phils., Inc. to
modify its corporate name.
The Facts
Filipino-Indian Chamber of Commerce of the
Philippines, Inc. (defunct FICCPI) was originally
registered with the SEC as Indian Chamber of
Commerce of Manila, Inc. on November 24, 1951,
with SEC Registration Number 6465.5 On October 7,
1959, it amended its corporate name into Indian
Chamber of Commerce of the Philippines, Inc., and
further amended it into Filipino-Indian Chamber of
Commerce of the Philippines,
_______________
1 Rollo, pp. 23-39.
2 Id., at pp. 9-16. Ponencia by Associate Justice Isaias Dicdican,
with Associate Justices Juan Q. Enriquez, Jr. and Ramon R. Garcia,
concurring.
3 Id., at pp. 18-19.
4 Id., at pp. 157-163.
5 Id., at p. 80.
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Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
Inc. on March 4, 1977.6 Pursuant to its Articles of
Incorporation, and without applying for an extension
of its corporate term, the defunct FICCPI’s term of
existence expired on November 24, 2001.7
SEC Case No. 05-008
On January 20, 2005, Mr. Naresh Mansukhani
(Mansukhani) reserved the corporate name “Filipino
Indian Chamber of Commerce in the Philippines, Inc.”
(FICCPI), for the period from January 20, 2005 to
April 20, 2005, with the Company Registration and
Monitoring Department (CRMD) of the SEC.8 In an
opposition letter dated April 1, 2005, Ram Sitaldas
(Sitaldas), claiming to be a representative of the
defunct FICCPI, alleged that the corporate name has
been used by the defunct FICCPI since 1951, and that
the reservation by another person who is not its
member or representative is illegal.9
The CRMD called the parties for a conference and
required them to submit their position papers.
Subsequently, on May 27, 2005, the CRMD rendered a
decision granting Mansukhani’s reservation,10 holding
that he possesses the better right over the corporate
name.11 The CRMD ruled that the defunct FICCPI has
no legal personality to oppose the reservation of the
corporate name by Mansukhani. After the expiration
of the defunct FICCPFs corporate existence, without
any act on its part to extend its term, its right over the
name ended. Thus, the name “Filipino Indian Chamber
of Commerce in the Philippines, Inc.” is free for
appropriation by any party.12
_______________
6 Id.
7 Id.
8 Id.
9 Id., at p. 81.
10 Id., at pp. 80-85.
11 Id., at p. 85.
12 Id., at p. 84.
282
282 SUPREME COURT REPORTS ANNOTATED
Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
Sitaldas appealed the decision of the CRMD to the
SEC En Banc, which appeal was docketed as SEC
Case No. 05-008. On December 7, 2005, the SEC En
Banc denied the appeal,13 thus:
WHEREFORE, premises considered, the instant appeal
is HEREBY DISMISSED for lack of merit. Let a copy of
this decision be furnished the Company Registration and
Monitoring Department of this Commission for its
appropriate action.14 (Emphasis in the original)
Sitaldas appealed the SEC En Banc decision to the
CA, docketed as C.A.-G.R. S.P. No. 92740. On
September 27, 2006, the CA affirmed the decision of
the SEC En Banc.15 It ruled that Mansukhani,
reserving the name “Filipino Indian Chamber of
Commerce in the Philippines, Inc.,” has the better right
over the corporate name. It ruled that with the
expiration corporate life of the defunct FICCPI,
without an extension having been filed and granted, it
lost its legal personality as a corporation.16 Thus, the
CA affirmed the SEC En Banc ruling that after the
expiration of its term, the defunct FICCPI’s rights over
the name also ended.17 The CA also cited SEC
Memorandum Circular No. 14-200018 which gives
protection to
_______________
13 Id., at pp. 86-92.
14 Id., at p. 91.
15 Id., at pp. 150-156.
16 Id., at p. 153.
17 Id.
18 Revised Guidelines in the Approval of Corporate and
Partnership Names, dated October 24, 2000:
x x x
14. The name of a dissolved firm shall not be allowed to be
used by other firms within three (3) years after the approval of
the dissolution of the corporation by the Commission, unless
allowed by the last stockholders representing at least majority
of the outstanding capital stock of the dissolved firm.
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corporate names for a period of three years after the
approval of the dissolution of the corporation.19 It
noted that the reservation for the use of the corporate
name “Filipino Indian Chamber of Commerce in the
Philippines, Inc.,” and the opposition were filed only
in January 2005, way beyond this three-year period.20
On March 14, 2006, pending resolution by the CA,
the SEC issued the Certificate of Incorporation21 of
respondent FICCPI, pursuant to its ruling in SEC Case
No. 05-008.
SEC Case No. 06-014
Meanwhile, on December 8, 2005,22 Mr. Pracash
Dayacan, who allegedly represented the defunct
FICCPI, filed an application with the CRMD for the
reservation of the corporate name “Indian Chamber of
Commerce Phils., Inc.” (ICCPI).23 Upon knowledge,
Mansukhani, in a letter dated February 14, 2006,24
formally opposed the application. Mansukhani cited
the SEC En Banc decision in SEC Case No. 05-008
recognizing him as the one possessing the better right
over the corporate name “Filipino Chamber of
Commerce in the Philippines, Inc.25
In a letter dated April 5, 200626 the CRMD denied
Mansukhani’s opposition. It stated that the name
“Indian Chamber of Commerce Phils., Inc.” is not
deceptively or confusingly similar to “Filipino Indian
Chamber of Commerce in the Philip-
_______________
x x x
19 Rollo, p. 155.
20 Id., at p. 153.
21 Id., at p. 93.
22 Id., at p. 113.
23 Id., at p. 159.
24 Id., at p. 107.
25 Id.
26 Id., at p. 64.
284
284 SUPREME COURT REPORTS ANNOTATED
Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
pines, Inc.” On the same date, the CRMD approved
and issued the Certificate of Incorporation27 of
petitioner ICCPI.
Thus, respondent FICCPI, through Mansukhani,
appealed the CRMD’s decision to the SEC En Banc.28
The appeal was docketed as SEC Case No. 06-014. On
November 30, 2006, the SEC En Banc granted the
appeal filed by FICCPI,29 and reversed the CRMD’s
decision. Citing Section 18 of the Corporation Code,30
the SEC En Banc made a finding that “both from the
standpoint of their [ICCPI and FICCPI] corporate
names and the purposes for which they were
established, there exist[s] a similarity that could
inevitably lead to confusion.”31 It also ruled that
“oppositor [FICCPI] has the prior right to use its
corporate name to the exclusion of the others. It was
registered with the Commission on March 14, 2006
while respondent [ICCPI] was registered on April 05,
2006. By virtue of oppositor’s [FICCPI] prior
appropriation and use of its name, it is entitled to
protection against the use of identical or similar name
of another corporation.”32
Thus, the SEC En Banc ruled, to wit:
WHEREFORE, the appeal is hereby granted and the
assailed Order dated April 05, 2006 is hereby REVERSED
and SET ASIDE and respondent is directed to
_______________
27 Id., at p. 115.
28 Id., at pp. 65-79.
29 Id., at pp. 157-163.
30 Section 18. Corporate name.—No corporate name may be
allowed by the Securities and Exchange Commission if the proposed
name is identical or deceptively or confusingly similar to that of any
existing corporation or to any other name already protected by law
or is patently deceptive, confusing or contrary to existing laws.
When a change in the corporate name is approved, the Commission
shall issue an amended certificate of incorporation under the
amended name.
31 Rollo, p. 162.
32 Id., at p. 160.
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Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
change or modify its corporate name within thirty (30) days
from the date of actual receipt hereof.
SO ORDERED.33 (Emphasis in the original)
ICCPI appealed the SEC En Banc decision in SEC
Case No. 06-014 to the CA.34 The appeal, docketed as
C.A.-G.R. S.P. No. 97320, raised the following issues:
A. The Honorable SEC En Banc committed serious error
when it held that petitioner’s corporate name (ICCPI) could
inevitably lead to confusion;
B. Respondent’s corporate name (FICCPI) did not acquire
secondary meaning; and
C. The Honorable SEC En Banc violated the rule of equal
protection when it denied petitioner (ICCPI) the use of the
descriptive generic words.35
In a decision dated May 15, 2008,36 the CA
affirmed the decision of the SEC En Banc. It held that
by simply looking at the corporate names of ICCPI
and FICCPI, one may readily notice the striking
similarity between the two. Thus, an ordinary person
using ordinary care and discrimination may be led to
believe that the corporate names of ICCPI and FICCPI
refer to one and the same corporation.37 The CA
further ruled that ICCPI’s corporate name did not
comply with the requirements of SEC Memorandum
Circular No. 14-2000. It noted that under the facts of
this case, it is the registered corporate name, FICCPI,
which contains the word (Filipino) making it different
from the proposed corporate name. SEC Memorandum
Circular No. 14-2000 requires, however, that it should
be the proposed corporate name which should contain
_______________
33 Id., at p. 162.
34 Id., at pp. 164-181.
35 Id., at pp. 169-170.
36 Id., at pp. 9-16.
37 Id., at p. 14.
286
286 SUPREME COURT REPORTS ANNOTATED
Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
one distinctive word different from the name of the
corporation already registered, and not the other way
around, as in this case.38 Finally, the CA held that the
SEC En Banc did not violate ICCPI’s right to equal
protection when it ordered ICCPI to change its
corporate name. The SEC En Banc merely compelled
ICCPI to comply with its undertaking to change its
corporate name in case another person or firm has
acquired a prior right to the use of the said name or the
same is deceptively or confusingly similar to one
already registered with the SEC.39
The dispositive portion of the CA decision reads:
WHEREFORE, premises considered, the petition filed
in this case is hereby DENIED and the assailed Decision of
the Securities and Exchange Commission En Banc in SEC
EN BANC Case No. 06-014 is hereby AFFIRMED.
SO ORDERED.40 (Emphasis in the original)
In its Resolution dated August 4, 2008,41 the CA
denied the Motion for Reconsideration filed by ICCPI.
The Petition42
ICCPI now appeals the CA decision before this
Court raising the following arguments:
_______________
38 Id., at p. 15.
39 Id., at pp. 15-16.
40 Id., at p. 16.
41 Id., at pp. 18-19.
42 On September 14, 2015, we resolved to require ICCPI to
inform the Court whether it complied with the SEC Decision in SEC
Case No. 06-014 to change or modify its corporate name. In its
Manifestation with Compliance dated April 1, 2016, ICCPI
informed the
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Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
A. The Honorable Court of Appeals committed serious error
when it upheld the findings of the SEC En Banc;
B. The Honorable Court of Appeals committed serious error
when it held that there is similarity between the petitioner
and the respondent (sic) corporate name that would
inevitably lead to confusion; and
C. Respondent’s corporate name did not acquire secondary
meaning.43
The Court’s Ruling
We uphold the decision of the CA.
Section 18 of the Corporation Code expressly
prohibits the use of a corporate name which is
identical or deceptively or confusingly similar to that
of any existing corporation:
No corporate name may be allowed by the Securities and
Exchange Commission if the proposed name is identical or
deceptively or confusingly similar to that of any existing
corporation or to any other name already protected by law or
is patently deceptive, confusing or contrary to existing laws.
When a change in the corporate name is approved, the
Commission shall issue an amended certificate of
incorporation under the amended name. (Underscoring
supplied)
In Philips Export B.V. v. Court of Appeals,44 this
Court ruled that to fall within the prohibition, two
requisites must be proven, to wit:
_______________
Court that it complied with the SEC Decision in SEC Case No. 06-
014, and is currently using the name “Federation of Indian
Chambers of Commerce, Inc.” However, despite compliance with
the SEC Decision, ICCPI is not waiving its right to pursue the
petition and to reacquire its former name. Id., at pp. 258-261.
43 Id., at pp. 28-29.
44 G.R. No. 96161, February 21, 1992, 206 SCRA 457.
288
288 SUPREME COURT REPORTS ANNOTATED
Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
(1) that the complainant corporation acquired a prior right
over the use of such corporate name; and
(2) the proposed name is either:
(a) identical; or
(b) deceptively or confusingly similar to that of any
existing corporation or to any other name already
protected by law; or
(c) patently deceptive, confusing or contrary to existing
law.45
These two requisites are present in this case.
FICCPI acquired a prior right
over the use of the corporate name
In Industrial Refractories Corporation of the
Philippines v. Court of Appeals,46 the Court applied
the priority of adoption rule to determine prior right,
taking into consideration the dates when the parties
used their respective corporate names. It ruled that
“Refractories Corporation of the Philippines” (RCP),
as opposed to “Industrial Refractories Corporation of
the Philippines” (IRCP), has acquired the right to use
the word “Refractories” as part of its corporate name,
being its prior registrant on October 13, 1976. The
Court noted that IRCP only started using its corporate
name when it amended its Articles of Incorporation on
August 23, 1985.47
In this case, FICCPI was incorporated on March
14, 2006. On the other hand, ICCPI was incorporated
only on April 5, 2006, or a month after FICCPI
registered its corporate name. Thus, applying the
principle in the Refractories case, we hold that
FICCPI, which was incorporated earlier, acquired a
prior right over the use of the corporate name.
_______________
45 Id., at p. 463.
46 G.R. No. 122174, October 3, 2002, 390 SCRA 252.
47 Id., at p. 260.
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Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
ICCPI cannot argue that it first incorporated and
held the “Filipino Indian Chamber of Commerce,” in
1977; and that it established the name’s goodwill until
it failed to renew its name due to oversight.48 It is
settled that a corporation is ipso facto dissolved as
soon as its term of existence expires.49 SEC
Memorandum Circular No. 14-2000 likewise provides
for the use of corporate names of dissolved
corporations:
14. The name of a dissolved firm shall not be allowed to
be used by other firms within three (3) years after the
approval of the dissolution of the corporation by the
Commission, unless allowed by the last stockholders
representing at least majority of the outstanding capital stock
of the dissolved firm.
When the term of existence of the defunct FICCPI
expired on November 24, 2001, its corporate name
cannot be used by other corporations within three
years from that date, until November 24, 2004.
FICCPI reserved the name “Filipino Indian Chamber
of Commerce in the Philippines, Inc.” on January 20,
2005, or beyond the three-year period. Thus, the SEC
was correct when it allowed FICCPI to use the
reserved corporate name.
ICCPI’s name is identical and
deceptively or confusingly simi-
lar to that of FICCPI
The second requisite in the Philips Export case
likewise obtains in two respects: the proposed name is
(a) identical or (b) deceptively or confusingly similar
to that of any existing corporation or to any other
name already protected by law.
_______________
48 Rollo, p. 33.
49 Alhambra Cigar & Cigarette Manufacturing Co., Inc. v.
Securities & Exchange Commission, No. L-23606, July 29, 1968, 24
SCRA 269, 274.
290
290 SUPREME COURT REPORTS ANNOTATED
Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
On the first point, ICCPI’s name is identical to that
of FICCPI. ICCPI’s and FICCPI’s corporate names
both contain the same words “Indian Chamber of
Commerce.” ICCPI argues that the word “Filipino” in
FICCPI’s corporate name makes it easily
distinguishable from ICCPI.50 It adds that confusion
and deception are effectively precluded by appending
the word “Filipino” to the phrase “Indian Chamber of
Commerce.”51 Further, ICCPI claims that the corporate
name of FICCPI uses the words “in the Philippines”
while ICCPI uses only “Phils., Inc.”52
ICCPI’s arguments are without merit. These words
do not effectively distinguish the corporate names. On
the one hand, the word “Filipino” is merely a
description, referring to a Filipino citizen or one living
in the Philippines, to describe the corporation’s
members. On the other, the words “in the Philippines”
and “Phils., Inc.” are simply geographical locations of
the corporations which, even if appended to both the
corporate names, will not make one distinct from the
other. Under the facts of this case, these words cannot
be separated from each other such that each word can
be considered to add distinction to the corporate
names. Taken together, the words in the phrase “in the
Philippines” and in the phrase “Phils., Inc.” are
synonymous — they both mean the location of the
corporation.
The same principle was adopted by this Court in
Ang mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus,
H.S.K. sa Bansang Pilipinas, Inc. v. Iglesia ng Dios
Kay Cristo Jesus:53
Significantly, the only difference between the corporate
names of petitioner and respondent are the words SALIGAN
and SUHAY. These words are synonymous —both mean
ground, foundation or support. Hence, this case is on all
fours with Universal Mills Corporation v.
_______________
50 Rollo, p. 30.
51 Id., at p. 31.
52 Id.
53 G.R. No. 137592, December 12, 2001, 372 SCRA 171.
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Universal Textile Mills, Inc., where the Court ruled that the
corporate names Universal Mills Corporation and Universal
Textile Mills, Inc., are undisputably so similar that even
under the test of “reasonable care and observation”
confusion may arise.54 (Italics in the original)
Thus, the CA is correct when it ruled, “[a]s
correctly found by the SEC En Banc, the word
‘Filipino’ in the corporate name of the respondent
[FICCPI] is merely descriptive and can hardly serve as
an effective differentiating medium necessary to avoid
confusion. The other two words alluded to by
petitioner [ICCPI] that allegedly distinguishes its
corporate name from that of the respondent are the
words ‘in’ and ‘the’ in the respondent’s corporate
name. To our mind, the presence of the words ‘in’ and
‘the’ in respondent’s corporate name does not, in any
way, make an effective distinction to that of
petitioner.”55
Petitioner cannot argue that the combination of
words in respondent’s corporate name is merely
descriptive and generic, and consequently cannot be
appropriated as a corporate name to the exclusion of
the others.56 Save for the words “Filipino,” “in the,”
and “Inc.,” the corporate names of petitioner and
respondent are identical in all other respects. This
issue was also discussed in the Iglesia case where this
Court held:
Furthermore, the wholesale appropriation by petitioner of
respondent’s corporate name cannot find justification under
the generic word rule. We agree with the Court of Appeals’
conclusion that a contrary ruling would encourage other
corporations to adopt verbatim and register an existing and
protected corporate name, to the detriment of the public.57
_______________
54 Id., at p. 179.
55 Rollo, p. 14.
56 Id., at p. 32.
57 Ang mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus, H.S.K.
sa Bansang Pilipinas, Inc. v. Iglesia ng Dios Kay Cristo Jesus, supra
note 53 at p. 179.
292
292 SUPREME COURT REPORTS ANNOTATED
Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
On the second point, ICCPI’s corporate name is
deceptively or confusingly similar to that of FICCPI. It
is settled that to determine the existence of confusing
similarity in corporate names, the test is whether the
similarity is such as to mislead a person, using
ordinary care and discrimination. In so doing, the court
must examine the record as well as the names
themselves.58 Proof of actual confusion need not be
shown. It suffices that confusion is probably or likely
to occur.59
In this case, the overriding consideration in
determining whether a person, using ordinary care and
discrimination, might be misled is the circumstance
that both ICCPI and FICCPI have a common primary
purpose, that is, the promotion of Filipino-Indian
business in the Philippines.
The primary purposes of ICCPI as provided in its
Articles of Incorporation are:
a) Develop a stronger sense of brotherhood;
b) Enhance the prestige of the Filipino-Indian business
community in the Philippines;
c) Promote cordial business relations with Filipinos and
other business communities in the Philippines, and other
overseas Indian business organizations;
d) Respond fully to the needs of a progressive economy and
the Filipino-Indian Business community;
e) Promote and foster relations between the people and
Governments of the Republics of the Philippines and India in
areas of Industry, Trade, and Culture.60
Likewise, the primary purpose of FICCPI is “[t]o
actively promote and enhance the Filipino-Indian
business relation-
_______________
58 Philips Export B.V. v. Court of Appeals, supra note 44 at p.
464.
59 Id.
60 Rollo, p. 117.
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ship especially in view of [current] local and global
business trends.”61
Considering these corporate purposes, the SEC En
Banc made a finding that “[i]t is apparent that both
from the standpoint of their corporate names and the
purposes for which they were established, there exist a
similarity that could inevitably lead to confusion.”62
This finding of the SEC En Banc was fully concurred
with and adopted by the CA.63
Findings of fact of quasi-judicial agencies, like the
SEC, are generally accorded respect and even finality
by this Court, if supported by substantial evidence, in
recognition of their expertise on the specific matters
under their consideration, and more so if the same has
been upheld by the appellate court,64 as in this case.
Petitioner cannot argue that the CA erred when it
upheld the SEC En Banc’s decision to cancel ICCPI’s
corporate name.65 By express mandate of law, the SEC
has absolute jurisdiction, supervision and control over
all corporations.66 It is the SEC’s
_______________
61 Id., at p. 95.
62 Id., at p. 162.
63 Id., at p. 15. The pertinent portion of the CA decision reads:
Thus, we fully concur with the informed observation of the
SEC En Banc that, both from the standpoint of their corporate
names and the purpose for which they were established, there
is a similarity between the petitioner and the respondent that
would inevitably lead to confusion. Therefore, there is a
necessity to order the petitioner to change or modify its
corporate name to avoid confusion.
64 Nautica Canning Corporation v. Yumul, G.R. No. 164588,
October 19, 2005, 473 SCRA 415, 423-424.
65 Rollo, p. 35.
66 Presidential Decree No. 902-A (1976), Section 3. The
Commission shall have absolute jurisdiction, supervision and control
over all corporations, partnerships or associations, who are the
grantees of primary franchise and/or a license or permit issued by
the government to operate in the Philippines; and in the exercise of
its
294
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Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
duty to prevent confusion in the use of corporate
names not only for the protection of the corporation
involved, but more so for the protection of the public.
It has the authority to de-register at all times, and
under all circumstances corporate names which in its
estimation are likely to generate confusion.67
Pursuant to its mandate, the SEC En Banc correctly
applied Section 18 of the Corporation Code, and
Section 15 of SEC Memorandum Circular No. 14-
2000:
In implementing Section 18 of the Corporation Code of
the Philippines (BP 68), the following revised guidelines in
the approval of corporate and partnership names are hereby
adopted for the information and guidelines of all concerned:
x x x
15. Registrant corporations or partnership shall
submit a letter undertaking to change their corporate or
partnership name in case another person or firm has
acquired a prior right to the use of said firm name or
the same is deceptively or confusingly similar to one
already registered unless this undertaking is already
included as one of the provisions of the articles of
incorporation or partnership of the registrant.
Finding merit in respondent’s claims, the SEC En
Banc merely compelled petitioner to comply with its
undertaking.68
WHEREFORE, the petition is DENIED. The
Decision of the CA dated May 15, 2008 in C.A.-G.R.
S.P. No. 97320 is hereby AFFIRMED.
_______________
authority, it shall have the power to enlist the aid and support of any
and all enforcement agencies of the government, civil or military.
67 Industrial Refractories Corporation of the Philippines v.
Court of Appeals, supra note 46 at p. 259.
68 Rollo, p. 16.
295
VOL. 799, AUGUST 3, 2016 295
Indian Chamber of Commerce Phils., Inc. vs. Filipino
Indian Chamber of Commerce in the Philippines, Inc.
SO ORDERED.
Velasco, Jr. (Chairperson), Peralta, Perez and
Reyes, JJ., concur.
Petition denied, judgment affirmed.
Note.—A criminal charge for violation of the
Securities Regulation Code is a specialized dispute.
Hence, it must first be referred to an administrative
agency of special competence, i.e., the SEC. The
Securities Regulation Code is a special law. Its
enforcement is particularly vested in the SEC. (Pua v.
Citibank, N.A., 705 SCRA 677 [2013])
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