Tirol but a privilege which may be enjoyed only under such

terms as the State may deem necessary to impose. The

Ang Pue v. Secretary of Commerce State, through Congress had the right to enact RA 1180
DOCTRINE: When the partners amended the articles of and to provide therein that only Filipinos and concerns
partnership, the provisions of Republic Act 1180 were wholly owned by Filipinos may engage in the retail
already in force, and there can be not the slightest doubt business cannot be seriously disputed.
that the right claimed by appellants to extend the original
This provision was clearly intended to apply to
term of their partnership to another five years would be in
partnerships already existing at the time of the
violation of the clear intent and purpose of the law
enactment of the law is clearly shown by its provision
aforesaid.
giving them the right to continue engaging in their
Facts: Ang Pue and Tan Siong, both Chinese citizens, retail business until the expiration of their term of life.
organized the partnership Ang Pue & Company for a term
To argue that because the original articles of partnership
of 5 years, extendible by their mutual consent. The
provided that the partners could extend the term of the
purpose of the partnership was to maintain the business,
partnership, the provisions of RA 1180 cannot adversely
of general merchandising, buying and selling lumber
affect appellants, is to erroneously assume that the
hardware and other construction materials for commerce.
aforesaid provision constitute a property right of which
The corresponding articles of partnership were registered
the partners cannot be deprived without due process or
in the Office of the Securities & Exchange Commission
without their consent. The agreement contained therein
(SEC).
must be deemed subject to the law existing at the time
The next year, RA 1180 was enacted to regulate the retail when the partners come to agree regarding the
business. It provided that after its enactment, a partnership extension.
not wholly formed by Filipinos could continue to engage
In the present case, as already stated, when the partners
in the retail business until the expiration of its term.
amended the articles of partnership, the provisions of
After 4 years, prior to the expiration of the partnership RA 1180 were already in force, and there can be not
Ang Pue & Company, but after the enactment of RA 1180 the slightest doubt that the right claimed by appellants
the partners already mentioned amended the original to extend the original term of their partnership to
articles of partnership to extend the term of life of the another five years would be in violation of the clear
partnership to another 5 years. When the amended articles intent and purpose of the law aforesaid.
were presented for registration in the Office of the SEC,
Dispositive: Petition DENIED.
registration was refused on the ground that the extension
was in violation of the aforesaid RA.
Action for declaratory relief filed in the Court of First
Instance of Iloilo by "Ang Pue & Company" (Ang Pue and
Tan Siong) against the Secretary of Commerce and
Industry to secure judgment "declaring that plaintiffs
could extend for 5 years the term of the partnership
pursuant to the provisions of plaintiffs' Amendment to the
Articles of Co-partnership."
Secretary of Commerce’s Reply stated that extension for
another 5 years of the term of the plaintiffs' partnership
would be in violation of the provisions of RA 1180.
CFI dismissed the case. Ang Pue & Company appealed.
Issue: Whether or not Ang Pue & Company can extend
the term of the partnership?
Ruling: NO. To organize a corporation or a partnership
that could claim a juridical personality of its own and
transact business as such, is not a matter of absolute right