DOJ Opinion No. 024, s. 1991

DOJ OPINION NO. 024 , s. 1991 February 12, 1991 Undersecretary Tomas I. Alcantara Vice-Chairman and Managing Head Board of Investments 385 Gil Puyat Avenue, Makati Metro Manila Sir : This refers to your request for opinion on the Board of Investment's Authority to convey in favor of the National Development Company ("NDC") three parcels of land previously transferred to the Republic of the Philippines. It appears that Luzon Activated Carbon, Inc. ("LAC") was registered with the Board of Investments ("BOI") as an export producer under R.A. No. 6135 and was therefore allowed tax-free importation of machineries and equipment; that since it failed to implement its project, LAC was informed that its registration certificate shall be cancelled and it shall have to pay the taxes due on its capital equipment importations.; that to avoid these consequences . LAC requested the withdrawal of its registration and offered to the BOI all of its imported machineries and equipment for its disposal; that the BOI granted the request on certain conditions, one of which is that "(3) All imported tax and duty-free capital equipment and machineries as well as the land and building improvements, are declared forfeited in favor if the National Development Corporation"; that as a consequence, LAC assigned in favor of NDC all of its rights, interests and title over the machineries, equipment, buildings and other improvements on the plant site; that said assignment did not include the plant site because its document of title is still in the name of JRB Services, Inc.; that said corporation (JRB Services, Inc.), had previously conveyed the said property to LAC in payment of its obligations to the latter, but the document of conveyance was executed in favor of the Republic of the Philippines; that NDC leased the plant site to the Manila Pest Control Company, with an option to purchase the area; and that NDC wishes to sell the property to said lessee and accordingly, NDC wants the title thereof transferred in its name. dctai You now make the following inquiries: (1) May the BOI execute a deed of conveyance over the abovementioned plant site in favor of NDC? (2) If not, can our Office direct the Register of Deeds of Laguna to effect the transfer of title over said parcels of land to NDC? We believe that it is not legally feasible for the BOI to execute the deed of transfer over the land areas in question in favor of NDC. It bears emphasis that the law merely empowers the BOI to "[e]nter into agreements with other agencies of government for the simplification and facilitation of systems and procedures involved in the promotion of investments, operation of registered enterprises and other activities necessary for the effective implementation of [the Investment Code]". (art. 7[20], E.O. 226). Put otherwise, the BOI possesses no general capacity to enter into contracts with other persons or entities. Pertinent is the well-settled rule that public officials and administrative authorities must exercise only such powers as are granted by statute (Francia vs. Pecson, 87 Vol. 100; Villaluz vs. Zaldivar, 15 SCRA 710; RCPI vs. Santiago, 58 SCRA 493). Moreover, the sole circumstances that the Philippine Republic is the legally-apparent owner of the subject parcels of land will not suffice to empower the BOI to transfer the properties to NDC. For the BOI to do so, it must secure special authority from the President of the Philippines, who possesses the power to convey real properties of the Philippine Government, pursuant to the following statutory provision, to wit: "Whenever real property of the Government is authorized by law to be conveyed, the deed of conveyance shall be executed in behalf of the government by the following: (1) For property belonging to and titled in the name of the republic of the Philippines, by the President, unless the authority therefor is expressly vested by law in another officer" (Sec. 48, Chap. 12, Book 6, Adm. Code of 1987) It is also for the abovestated reasons that we are likewise unable to find legal basis for this Office to direct the Register of Deeds of Laguna to effect the transfer of the properties under consideration to NDC. Under Section 53 of P.D. No. 1529, "[n]o voluntary instrument [of conveyance] shall be registered by the Register of Deeds, unless the owner's duplicate certificate of title is presented with such instrument" and such presentation "shall be conclusive authority from the registered owner to the Register of Deeds to enter a new certificate or to make a memorandum of registration in accordance with such instrument". Thus, the aforesaid official may only register the subject landholdings in the name of NDC, JRB Services Corporation's document of conveyance executed in favor of the National Government and the latter's duplicate certificate of title to said landholdings. The queries are answered accordingly. Very truly yours, (SGD.) FRANKLIN M. DRILON Secretary