SEC Clarifies Use of Trade Names After Merger Under the Revised Corporation Code

SEC-OGC Opinion No. 25-11 addresses a request for opinion filed by Scanasia Overseas, Inc. (SOI) regarding its ability to use trade names belonging to its absorbed entity following a merger.

Scanasia Overseas, Inc. (SOI) is licensed to engage in importing, distribution, wholesale, and retail business. Special Container and Value-Added Services, Inc. (SCVASI) is licensed as a non-vessel operating common carrier for transporting goods and cargoes. The respective boards of directors of both entities approved a merger, with SOI designated as the surviving corporation and SCVASI being the absorbed corporation.

Both entities share a parent company, 2Go Group, Inc. which holds the official registration of the trademarks “SCVASI” and “2Go Special Containers” with the Intellectual Property Office (IPO). To ensure continuity and prevent customer and supplier confusion, the merged company planned to utilize both “SCVASI” and “2Go Special Containers” as its trade names. SOI requested the SEC-OGC’s opinion on whether it could legally use these names post-merger, pending the Commission’s approval.

The key issue was whether SOI automatically acquires the right to use the absorbed corporation’s trade names or trademarks, even though those trademarks are officially registered under the name of their common parent company.

The SEC-OGC ruled that SOI, the surviving corporation, may use ‘SCVASI’ and ‘2Go Special Containers’ as its trade names. The opinion was based on Section 79 of the Revised Corporation Code of the Philippines (RCCP).

This SEC-OGC Opinion provides important clarification on the seamless transfer of business rights in the context of corporate restructuring.For legal practitioners and corporate planners, the opinion confirms that non-registered rights related to intellectual property use (like permission to utilize a trade name or service mark) are legally categorized as property rights or interests that automatically pass to the surviving entity in a statutory merger. This affirms the continuity of intangible business assets and helps ensure that surviving corporations can maintain brand recognition and operational consistency immediately following a merger without necessarily requiring the renegotiation or formal assignment of every existing license or right of use, barring explicit stipulations to the contrary by the parties involved.