Planters Products, Inc.

February 11, 1986 Planters Products, Inc. Planters Products Bldg. Esteban St.,Legaspi Vill. Makati, Metro Manila Attention : Atty . Ceferino A . Patio, Jr . Sir : This refers to your letter, dated January 9, 1986, requesting a certification from this Commission that Planters Products, Inc. is a private corporation organized and existing under the Corporation Code. The record of this Commission shows that Planters Products, Inc. (PPI) was incorporated in this Commission on September 10, 1962 under its original name ESSO Standard Fertilizer & Chemical Company, Inc. (Philippines).As per its amended articles of incorporation which was issued by this Commission on November 13, 1978, the primary purpose for which the corporation was organized is "to purchase or otherwise acquire, refine, manufacture, treat, reduce, distill, store, hold, transport, use, experiment with, market, distribute, exchange, sell and otherwise dispose of, import, export and handle, trade and generally deal in, any and all kinds of artificial manures and fertilizers and chemicals and the products and by-products which may be derived, produced, developed, compounded, made or manufactured therefrom and substances obtained by mixing any of the foregoing with other substances." As of August 31, 1985, the following appear as the stockholders of Planters Products, Inc. with their respective stockholdings and proportional percentage to the capital thereof: Stockholders: Shareholdings: % of Share- holdings Original stockholders 1,584,996 .16% consisting of 1,309 stockholders Treasury Stocks 500,156 .18% Planters Foundation, Inc. 239,989,086 89.75% Farmers consisting of 833,035 stockholders 25,313,835 9.47% On the basis of the relation of the corporation to the state, corporations may be classified into public corporations and private corporations. The old Corporation Law defined private corporations as "those formed for some private purpose, benefit, aim or end." Private corporations are organized wholly for the profit and advantage of their own members. Their direct object is to promote private interest, and in which the public has no concern, except the indirect benefits resulting from the promotion of trade and development of the general resources of the country. (Agbayani, Commercial Laws of the Philippines, Vol. 3, 1984 ed., p. 51). On the other hand, all corporations which are created and controlled by public authority as an agency of government for performing some governmental functions are public. (Ballantine on Corporations, rev. ed., sec. 7, p. 25.). Public corporations are also defined as "those formed or organized for the government of a portion of the state," or any of its political subdivisions and "which have for their purpose the general good and welfare." (Agbayani, p. 50, citing Sec. 3, Act 1459). The term has also been defined as "those created by the state as its own device and agency for the accomplishment of its own public works. This latter definition expressly states the fundamental distinguishing characteristics of public corporations, namely, that they are agencies of the state created for its use." (Agbayani, p. 59, citing Elliot, Mun. Corp., p. 1). However, the mere fact that the undertaking in which a corporation is engaged in is one which the state itself might enter as part or its public works, does not make the corporation a public one. Nor the mere fact that the state has granted property or special privileges to a corporation render it public. (Agbayani, p. 60). Thus, it has been held that "the mere fact that agricultural cooperative associations are supervised by the government and enjoy certain exemptions and privileges as well as financial aid from the latter to promote the welfare of the farmers, cannot by any stretch of imagination invest them with a sovereign functions." (Agbayani, Supra., citing Asociacion Cooperativa de Credito Agricola de Miagao v. Monteclaro, G.R. No. 48279, July 30, 1943, 74 Phil. 281; National Airport Corp. v. Teodoro, GR No. L-5122, April 30, 1952). Also, the fact that some or all of the stocks in a corporation are held by the government does not make it a public corporation. (Alvendia, Corporation L a w, p. 30). Considering the foregoing, as well as the purposes for which Planters Product's, Inc. was formed, it is, therefore, stated that said corporation is a private corporation within the context of the Corporation Code. LexLib Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman