DOJ Opinion No. 047, s. 1991

DOJ OPINION NO. 047 , s. 1991 March 20, 1991 Chairman Rosario N. Lopez Securities and Exchange Commission SEC Building, EDSA, Greenhills Mandaluyong, Metro Manila M a d a m : This refers to your letter endorsing the request of Atty. Gregorio M. Batiller, Jr. for legal opinion as to whether a Japanese stockholder of United Doctor's Medical Center, Inc. which operates a hospital and a School of Nursing, may qualify to be a Director to said corporation. We regret to inform you that pursuant to law and established precedents, the Secretary of Justice, as Attorney General, renders opinion or gives legal advice only for national government functionaries such as heads of departments, chiefs of bureaus and offices of equivalent rank and then only on specific questions of law arising in the performance of their respective powers an d duties. Accordingly, he has in practice declined to render opinion or give legal advice to queries of other government officials and to private individuals and entities (Secretary of Justice Ops. No. 43, s. 1981 and No. 116, s. 1985), even if such queries are coursed through national government functionaries entitled to the Department's opinion (Id. Ops. No. 194, s. 1976; Nos. 67 and 169, s. 1979). prcd Nonetheless, for your guidance only, we invite attention to Section 2-A of Commonwealth Act No. 108, as amended, otherwise known as "The Anti-Dummy Law."), which provides: "Section 2-A. Any person, corporation, or association which, having in its name or under its control, a right, franchise, privilege, property or business, the exercise or enjoyment of which is expressly reserved by the Constitution or the laws to citizens of the Philippines or of any other specific country, or to corporations or associations at least sixty per centum of the capital of which is owned by such citizens, permits or allows the use, exploitation or enjoyment thereof by a person, corporation or association not possessing the requisites prescribed by the Constitution or the laws of the Philippines; or leases, or in any other way, transfers or conveys said right, franchise, privilege, property or business to a person, corporation or association not otherwise qualified under the Constitution, or the provisions of the existing laws; or in any manner permits or allows any person, not possessing the qualifications required by the Constitution, or existing laws to acquire, use, exploit or enjoy a right, franchise, privilege, property or business, the exercise and enjoyment of which are expressly reserved by the Constitution or existing laws to citizens of the Philippines or of any of the specific country, to intervene in the management, operation, administration or control thereof, whether as an officer, employee or laborer therein with or without remuneration except technical personnel whose employment may be specifically authorized by the Secretary of Justice , and any person who knowingly aids, assists, or abets in the planning, consummation or perpetration of any of the acts herein above enumerated shall be punished by the imprisonment for not less than five nor more than fifteen years and by a fine of not less than the value of the right, franchise or privilege enjoyed or acquired on violation of the provisions hereof but in no case less than five thousand pesos; Provided, however, That the president, managers or persons in charge of corporations, associations or partnerships violating the provisions of this section shall be criminally liable in lieu thereof; Provided, further, That any person, corporation or association shall, in addition to the penalty imposed herein, forfeit such right, franchise, privilege, and the property or business enjoyed or acquired in violation of the provisions of this Act; and Provided, finally, That the election of aliens as members of the board of directors or governing body of corporations or associations engaging in partially nationalized activities shall be allowed in production to their allowable participation or share in the capital of such entities ." (emphasis supplied) Very truly yours, (SGD.) FRANKLIN M. DRILON Secretary