Mr. Claro L. Capco

December 3, 1998 Mr. Claro L. Capco Department of Education, Culture and Sports National Capital Region Division of Marikina City Marikina Elementary School Shoe Avenue, Sta. Elena Marikina City S i r : This refers to your letter dated November 4, 1998, requesting opinion on the following queries relative to Parent Teachers Associations (PTAs). LibLex 1. Are SEC registered PTAs governed by the rules and regulations of the SEC and not of the Department of Education, Culture and Sports (DECS) ? 2. Is SEC registration a pre-requisite for the PTA prior to recognition by the DECS? Relative to the first query, the pertinent provision of the Corporation Code provides: "SECTION 143. Rule-making power of the securities and Exchange Commission . The Securities and Exchange Commission shall have the power and authority to implement the provisions of this Code ,and to promulgate rules and regulations reasonably necessary to enable it to perform its duties hereunder, particularly in the prevention of fraud and abuses on the part of the controlling stockholders, members, directors, trustees or officers." (Emphasis supplied) It is clear from the above provision that corporations registered pursuant to the Corporation Code are subject to SEC rules and regulations promulgated to implement the provisions thereof. However ,the SEC power to regulate SEC registered corporations does not preclude other government agencies from enforcing other existing laws, rules and regulations applicable to corporations under their jurisdiction. cdll Regarding your second query on whether or not SEC registration of PTAs should be required by DECS prior to their recognition/accreditation as such, the same should be addressed to DECS. Please be advised however, that the Corporation Code does not require a non-profit association or organization to be registered as a corporation, but it may do so in order to acquire a legal personality. It is only through incorporation/registration under the Corporation Code that it can acquire a juridical personality to enable it to exercise the corporate powers, rights and privileges expressly granted under the Corporation Code to registered corporations. However, even if " unregistered ",the members of an association or organization, by " agreement ",may perform acts not contrary to law, morals, good customs, public order or public policy. Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner