Atty. Benjamin V. Guiang

January 6, 1988 Atty. Benjamin V. Guiang 43 Detroit St.,Cubao, Quezon City Sir : This refers to your letter, dated November 16, 1987, requesting for a ruling whether or not the adoption by the Board of Philippine National Bank of Resolution No. 3, dated January 7, 1987, requiring the Bank's stockholders to exchange their existing shares with the new shares of the Bank, which resolution was adopted pursuant to the 1986 Revised Charter of PNB (Executive Order No. 80 dated December 3, 1986) reducing the Bank's authorized capital stock from Twenty Five Billion to Ten Billion Pesos, demands compliance of Section 38 of the Corporation Code of the Philippines. In connection therewith, please be advised that the Philippine National Bank was created by a special law and as such is covered by Section 4 of the Corporation Code which reads as follows: "SECTION 4. Corporations created by special laws or charter . Corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable to them, supplemented by the provisions of this Code, insofar as they are applicable." (Emphasis supplied) Thus, in line with the SEC ruling in Alfredo C. Gray Sr. et al. vs. Agustin Marketing et al., (SEC Case No. 2102), wherein it was held that the Commission has no jurisdiction over corporations created by special law, we regret to inform you that the Commission has no jurisdiction over the Philippine National Bank. Instead, it is suggested that the matter be referred to the Office of the Government Corporate Counsel. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman