romulo.com

Atty. Teresita A. M Villaruz
Partner | Teresita.Villaruz@Romulo.com
(02) 849.2207

Admitted to the Philippine Bar in 1968.

Practice
As co-head of the General Corporate Group of this firm, her practice deals with giving complete client service regarding registration of domestic and/or foreign investments, post registration requirements and corporate and other legal requirements during the operations of a company. She has extensive experience in: (i) registration of corporations (domestic corporations, subsidiaries and/or branches or representative offices of foreign corporations for licensing to do business in the Philippines) with the Securities and Exchange Commission SEC); (ii) registration of businesses for incentives availment under Executive Order No. 226 with the Board of Investment (BOI) {e.g. In BOI Registration of Mass Housing Projects the Group handles the main application as well as the collateral requirements of a development permit; conversion permit or exemption from agrarian reform; environmental clearance certificate; accreditation of innovative technologies; conditions on availment of unrestricted use of consigned equipment; Department of Immigration requirements for foreign contractors; HUDC/DOST Certification of innovative fabricated housing components for BOI registration, among others}; (iii) registration of Regional headquarters (assisted in the drafting the rules and regulations); regional warehouses (assisted in the custom’s draft of the legislation on the procedures and requirements thereof) and/or regional operating headquarters. (iv) A new line of service for domestic corporations is in rendering various services to Balikbayans and their families and in (iv) procedures on how transfer of an island which has not been yet been released as alienable and disposal land by the Department of Environment and Natural Resources can be undertaken for tourism purposes.

To relieve clients of red tape in government or difficult dealings with various government agencies, units and/or offices, her group also handles post registration requirements such as Registration of Business Name; Registration of foreign investment for purposes of repatriation and profit remittances with the Bangko Sentral ng Pilipinas (BSP); Registration of Foreign Loans; Securing Tax Account Number (for the Corporate TIN) with the Bureau of Internal Revenue (BIR); Securing locational clearances: i) For Metro Manila – Metro Manila Development Authority; and ii) Other localities with City Hall/Municipal Offices where the office/business will be located; Securing business permits/municipal license/mayor’s permits with City Hall/Municipal Offices where the office/business will be located; Securing Employer’s SSS number with Social Security System (SSS); securing membership in the government health care benefits systems - Philippine Health Insurance Corporation. If requested, in coordination with our accounting department, her group may train the assigned employee(s) of the company on how to do the bookkeeping for BIR-approved books of accounts and the governmental annual reportings of the particular client.

For the company’s initial operation, her Group also reviews Lease Agreements for the office/land/plant/company - provided housing; drafting Employment Contracts and in coordination with the Immigration Department of the firm to secure Alien Employment Permit from Department of Labor and Employment (DOLE), Expatriates’ Visas, Alien Certificate of Registration from the Commission on Immigration and Deportation (CID).

Among her significant accomplishments was rendering legal work for the establishment of the branch of Brown & Root International, Inc. which set-up the only offshore oil rig and platform in the Malampaya Field in the Island of Palawan, Philippines for the first oil explorer and service operator client, Occidental Group of Companies which discovered the natural gas for commercial production and thereafter transferred to Shell.
As counsel handling the account of MGM Manila, Inc. for the law firm, she helped release blocked funds for the partial production in the Philippines of the motion picture “The Year of Living Dangerously” starring Mel Gibson and Sigourney Weaver. She received four (4) dozens red roses from the client “for rendering invaluable service.” She is now Vice–President of this company after this was purchased and has changed its name to Turner Entertainment Manila, Inc.. She also handled the retainership and rendered legal services for Twentieth Century Fox Philippines, Inc. when it was still operating in the Philippines.

Her Group also handles Contract Drafting and/or Contract Review Services for the Client such as:
a. Loan Agreements; Syndicated Loan Agreements; Restructuring Agreements; Short Term Trade Facility Agreements; Project Financing documents.
b. Corporate Acquisitions such as Share Purchase Agreements With Put Option; Sale of Assets and Liabilities; Memorandum of Understanding; Memorandum of Agreements; Heads of Agreements; Joint Venture Agreements, Investment Agreements and Shareholders’ Agreement with protective clauses for the client in the context of Philippine laws, rules and regulations:
Technical Services Agreement; Technology Transfer Agreement; Contract for Engineering Services; Technology Collaboration Agreements; Marketing Analysis and Technical Consultancy Agreement; Licensing Agreements; Franchise Agreements; Contract for Supply and Construction; Toll Manufacturing Agreements; Consultancy Agreements; Management Contracts; Logistic Services Agreements; Employment Contracts; Distribution Contracts; Dealership Contracts; Assignment of Subscription with Assumption of Payment of Unpaid Subscription.
c. Farm Management Agreement; Grower’s Agreement for corporate farms.
d. Joint venture contracts for establishment of manufacturing plants with a landholding company with lease agreement with the manufacturing company to comply with nationalization laws.
e. In support of joint venture agreement contract with government or government –owned or controlled corporation her group handles the determination of relevant Collateral Government Opinions, Consents, Clearances, Permits and/or Approvals from Relevant Government Agencies depending on the kind of Infrastructure Project involved.

Professional Activities
She is Vice President for External and Internal Affairs of the Women Lawyer’s Circle of the Philippines (U.P. WILOCI).
She is a member of the Integrated Bar of the Philippines (IBP), Philippine Bar Association (PBA), Federacion International de Abogadas (FIDA). Member, Board of Trustees and Consultancy of the Tahanan Outreach Program and Services, Inc. (TOPS) for street children.

Senior Partners
Partners

  Villaruz, T. A. M.
  Javier, E.B.
  Nicandro, Rogelio
Jimenez, J.D.
Mendoza, E.J.
Valdemoro Cua, W.M.
Roxas-del Castillo, C.
  Gonzalez, G.M.
  Cosico, M.M.
  de Leon, B. Z. Jr.
Geronimo, R.G.
  Pe, P.L.
Mirasol, J.S.Y.
Arguelles, F.R.Jr.
Sayoc, J.V.
  Alejandro, J.A.M.
  Sison Go, M.T.
Benedicto, J.G.G.R.
  Ozaeta, H.S. Jr
  Hernandez Cueva, M.E.P.
Romero-Laurel, J.T.J.
Hernandez, A.M.
  Pascua, L.D.C.
  Salvador, T.G. III
Valer, P.B.
Carsi Cruz, O.S.
Tan, Juan R.B.
Ventura, R.M.J.
De Dios, J.L.G.
Aguinaldo, M.G.
  Yuyucheng, F.T.
Sioson, F.C.
Montoya, J.A.S.
Fernandez, J.L.
Montilla, A.R.IV

Lopez-Rosario, M.L.A.

Alegre-Batungbacal, M.S.

Of Counsel
Special Counsel
Senior Associates
Associates

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