Hon. Nikki M. L. Coseteng

July 22, 1996 Hon. Nikki M. L. Coseteng Senate Rm. 410 Sunsetview Towers, 2230 Roxas Blvd.,Pasay City M a d a m : This refers to your letter dated July 18, 1996 requesting opinion as to the classification of the DWXI El Shaddai Prayer Partners Foundation, Inc. (registered with the SEC as DWXI (EL SHADDAI) PRAYER PARTNERS FOUNDATION INTERNATIONAL, INC. formerly: DWXI Prayer Partners Foundation, Inc.) and the extent of its corporate power, more particularly regarding the power of the corporation to offer and sell securities to the public. It is well-settled in corporate jurisprudence that a corporation only has the powers as are expressly granted in its charter or in the statutes under which it is created or such powers as are necessary for the purpose of carrying out its express powers .Only such powers as are reasonably necessary to enable corporations to carry out the express powers granted and the purposes of their creation are to be implied as are to be deemed incidental. Powers merely convenient or useful are not implied if they are not essential having in view the nature and object of incorporation. Thus, in the determination of what businesses or activities may be carried on by a corporation, reference must be made to its articles of incorporation, and unless the power to carry a particular business is either expressly or impliedly conferred thereby, it cannot be undertaken by a corporation. A perusal of the Articles of Incorporation of subject corporation disclosed that it was organized as a " non-stock non-profit foundation " for the purpose of "promoting and advancing the development, growth and progress of man's spiritual, physical, material and moral conditions irregardless of religion, creed and color, to make him aware of his divine obligations to his God and fellowmen, no benefit or gain shall ever accrue to any member ...." While the above entity may be considered as an ordinary non-stock non-profit " religious association " as defined under Sections 87 and 88 of the Corporation Code which may be authorized to undertake religious activities in the course of its operation, it is not considered as a " corporation sole " or " religious society " as specially defined under Sections 110 and 116 of the Corporation Code. However, on the issue as to whether it is authorized to offer or sell securities to the public, the matter of whether it is classified as a "religious association", " corporation sole " or " religious society ",is of no moment. Being a " non-stock corporation ",it has no capital stock divided into shares. Consequently, it has no power to issue shares of stock and being a non-profit corporation, it cannot offer or sell securities to the public for investment purposes. Neither is it empowered to venture on any economic business activity for profit. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman