Atty. Milnar T. Lammawin

December 11, 1989 Atty. Milnar T. Lammawin Omengan Construction & Development Corporation Tabuk, Kalinga Apayao Sir : This refers to your letter dated March 1, 1989, inquiring whether Omengan Construction Development Corporation is authorized to enter into contracts for hauling grains with the National Food Authority. An examination of the articles of incorporation of subject corporation shows that the aforementioned business activity does not fall within the scope of the primary and secondary purposes enumerated therein. The business of "general contractors" referred to in the primary purpose is construed to refer only to those related to construction business. Nowhere in its corporate purpose clause can we find any provision authorizing said corporation to engage in "hauling services". It is well-settled that a corporation has only such powers as are expressly granted in its charter or in the statutes under which it is created or such powers as are necessary for purposes of carrying out its express powers. (13 Am. Jur. sec. 739).In the determination of what business may be carried on by a corporation, reference must be had to its charter, and unless the power to carry on a particular business is either expressly or impliedly conferred thereby, it does not exist. (Chiwacla Line v. Disnukes, 87 Ala. 344, 650, 122, 5 LRA 100, cited in Am. Jur. sec. 743).Thus, there should be a specification of the corporation's purposes with sufficient clarity and elucidation in the articles of incorporation to define with more certainty the scope of its business. In view thereof, it is advised that should the company desire to engage in said line of business, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include the desired business activity among its secondary purposes. cdll Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner