Atty. Manuel S. Satuito

January 20, 1992 Atty. Manuel S. Satuito AFP MBAI Compound, Bonny Serrano Rd. corner EDSA, Quezon City S i r : This refers to your letter of January 3, 1992 requesting opinion whether MATRIX REALTY DEVELOPMENT CORPORATION can participate as part of a consortium in the civil and related works in Kuwait and elsewhere in the Middle East. LibLex Article II of the Amended Articles of Incorporation of subject corporation on file with the Commission states among others, to wit: "Secondary purposes a) To engage in the general business of contracting in the construction industry to its fullest extent and meaning especially general building and general contracting; to enter into construction/project management contracts and to furnish or supply and/or provide the necessary technical expertise, professional know-how and corresponding adequate manpower that may be required thereof and hereinafter within the Philippines. b) To enter into joint venture agreements or tie-up with other corporation or government agencies or firms whether foreign or domestic and to contract and/or subcontract for the building, erection, construction and/or repair of private houses, government buildings, roads, bridges, piers, wharves, barracks and other civilian or military installations and other civil works and edifications needed and necessary in the ordinary course of business and life and, incident to the above, to enter into contracts to sublet the construction of any of the edifications above mentioned, in accordance with plans and specifications and terms and conditions agreed upon with parties concerned;" (Emphasis supplied) LibLex The above-quoted purposes show that the Corporation can engage in construction/contracting business and any work or activity related or incidental thereto, or enter into joint venture with any corporation in the pursuit of its business. The charter of a corporation is the measure of its powers, whether acting in the state of its creation or in another state, and that a corporation may usually do in another state, all those things authorized by its charter and not expressly or impliedly prohibited by local laws or policy. To that extent it may transact all lawful business and enter into contracts and agreements of every kind not prohibited to domestic corporations of like character. (17 Fletcher Sec. 8346) When a state permits a foreign corporation to come within its territory for the purpose of carrying on its business, it will be presumed to have consented that such corporation shall exercise all of the powers conferred by its charter and general laws appertaining to that charter, unless prohibited from so doing by the direct statutory enactments of such state or by same rule of public policy to be deduced from the general course of its legislation .It is the charter alone which by the law of comity is recognized and enforced in other jurisdiction, and only that part of the statute which confers or restricts the powers of the corporation becomes part of its charter. (17 Fletcher Sec. 8342) Accordingly, your query may be answered in the affirmative, provided, that since the above business activities fall under the secondary purposes, the Corporation has to comply with Section 42 of the Corporation Code, and subject further to existing laws, rules and regulations implemented by the proper government agency supervising construction/contracting business. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman