Republic of the Philippines
HOUSE OF REPRESENTATIVES
Quezon City

FIFTEENTH CONGRESS
First Regular Session

HOUSE BILL NO. 3846

Introduced by Representative MARLYN PRIMICIAS-AGABAS

EXPLANATORY NOTE,

It is well-entrenched that laws are essential for men to live in a civilized
society. The re-codification of these laws into a systemized body of rules is
necessarily crucial in order for the people to be properly informed and guided by
them,

However, it is a fact that our commercial laws need to be revisited, reviewed,
and codified for them to be more responsive to the rapidly changing modern times.
Through the creation of a Commercial Code Commission, the proponent believes
that this is an opportune time for us to codify all our substantive commercial laws
after several decades since their codification.

In view of the foregoing, the immediate passage of this bill is earnestly sought.

J. hel
MARL" RIMICIA$-AGABAS
6" District, Panggsinan


Republic of the Philippines
HOUSE OF REPRESENTATIVES
Quezon City

FIFTEENTH CONGRESS
First Regular Session

HOUSE BILL NO. ie}

Introduced by Representative MARLYN PRIMICIAS-AGABAS

AN ACT
CREATING A COMMERCIAL CODE COMMISSION TO REVIEW AND.
CODIFY ALL EXISTING SUBSTANTIVE COMMERCIAL LAWS OF THE
PHILIPPINES, DEFINING ITS COMPOSITION AND FUNCTIONS, AND
APPROPRIATING FUNDS THEREFORE

Be it enacted by the Senate and House of Representatives of the Philippines in Congress
assembled:

SECTION 1. Title. - This Act shall be known as the “Commercial Code
Codification Act of 2010.”

SECTION 2. Objective. - There is an urgent need for the review, revision, and
codification of all the existing substantive commercial laws of the Philippines in
order for the country to have a compiled and systematic Commercial Code attuned
to the present times, in conformity with the customs, traditions and idiosyncrasies of
the Filipino people and modern trends in legislation and the progressive principles of
law.

SECTION: 3. Creation. — There shall be created a Commercial Code
Commission to review, revise and codify all existing substantive commercial laws of
the Philippines.

SECTION 4. Composition and Structure. - The Chairman of the Commercial
Code Commission shall be an Associate Justice of the Supreme Court. The Vice-
Chairman shall be a representative from the Philippine Judiciary Academy. The
University of the Philippines (UP) Law Center shall serve as the Secretariat. The
Commercial Code Commission shall be composed of the Chairman, Vice-Chairman,
the Secretariat, and the following Members:

a) Two (2) retired Justices of the Supreme Court;

b) A representative from the Integrated Bar of the Philippines;

©) A representative from the Association of Law Deans of the
Philippines;

d) The Secretary of the Department of Finance or his representative

who, in no case, shall have a rank lower than undersecretary;

The Secretary of the Department of Trade and Industry or his

representative who, in no case, shall have a rank lower than

undersecretary;

f) The Governor of the Bangko Sentral ng Pilipinas or his
representative;

g) The Chairman of the Securities and Exchange Commission or his

©


i) The Director General of the Intellectual Property Office or his
representative; and

i) A member of the academe who is an expert in Commercial Law,
practitioner and/or professor of Commercial Law for at least ten
(10) years.

With the exception of Chairman and Vice-Chairman who shall be appointed
by their respective agencies in their ex-officio capacity, the “Members shall be
appointed by the President of the Philippines.

SECTION 5. Functions. - The Commercial Code Commission shall have the
following powers and functions:

a) To review and revise all the existing substantive commercial laws
of the Philippines and to codify them;

b) To call on any official or employee of any branch, department,
bureau, office, subdivision, agency, or instrumentality of the
government to assist or otherwise extend his cooperation to the
Commission in connection with the performance of its functions to.
carry out the provisions of this Act;

©) To complete its work not later than one (1) year from the date of

the composition of the Commission;

To submit to the President of the Philippines a report of the work

undertaken by it together with the corresponding drafts of the

Commercial Code for submission to the Congress of the

Philippines; and

e) Perform such other functions as may be necessary to carry out the
objectives of this Act.

@

SECTION 6. Secretariat. - The Commission shall organize a Secretariat
tasked to provide administrative and technical support to the Commission. The
Commission shall fix its staffing pattern, determine the duties, qualifications, and
functions, as well as the compensation of the positions to be created. The staffing
pattern shall be submitted for approval of the Commission within thirty (30) days
from the date of the composition of the Commission.

The Secretariat shall be headed by an Executive Director coming from the UP
Law Center and who shall be appointed by the Chairman. He shall execute and
administer policies and decisions of the Commission, attend to its meetings and
deliberations, monitor the implementation of the programs thereof, and manage the
operations thereof.

SECTION 7. Existence. - Upon the completion of its work and the submission
of its report, the Commercial Code Commission shall cease to exist and the services
of the Chairman, Vice-Chairman and the Members of the same, including all
employees working under it shall terminate. All records and documents and
proceedings of the Commercial Code Commission shall be delivered to the National
Library for preservation and disposition by the latter. The other properties shall be
disposed of in accordance with existing auditing and accounting rules and
regulations. The unexpended balances of its appropriations shall revert to the
unappropriated general fund.

SECTION 8. Compensation. - The Chairman, Vice-Chairman and Members of
the Commercial Code Commission shall receive per diem for every meeting actually


SECTION 9. Office. — The Commercial Code Commission shalll have its office
in Metro Manila and may hold meetings at such time and place within the
Philippines as the Chairman may order in writing.

SECTION 10. Approval. - The completed work of the Commercial Code
Commission shall be subject to the approval of Congress.

SECTION 11. Appropriations. — The sum of ten million pesos
(P10,000,000.00) is hereby appropriated for the necessary expenses of the
Commercial Code Commission

SECTION 12. Separability Clause. — If any provision or part hereof is held
invalid or unconstitutional, the remainder of the law or provision not otherwise
affected shall remain valid and subsisting.

SECTION 13. Effectivity. - This act shall take effect immediately after its
publication in two (2) newspapers of general circulation.

Approved,