Sterling Development Corporation

December 15, 1981 Sterling Development Corporation c/o Mr. Victor M. Ty Rm. 808 L & S Building 1515 Roxas Boulevard Ermita, Manila Gentlemen: This is in reply to your letter dated October 16, 1981, inquiring whether you can engage in construction contracting business pursuant to paragraph 5 of the secondary purposes of the articles of incorporation of the corporation. To enable the corporation to engage in any of its secondary purposes, it is necessary that the procedure laid down in Section 42 of the Corporation Code should be complied with. "SECTION 42. Power to invest corporate funds in another corporation or business or for any other purpose . Subject to the provisions of this Code, a private corporation may invest its funds . . . for any purpose other than the primary purpose for which it was organized when approved by a majority of the board of directors or trustees and ratified by the stockholders representing at least two thirds (2/3) of the outstanding capital stock , . . . at a stockholders' or members' meeting duly called for the purpose. Written notice of the proposed investment and the time and place of the meeting shall be addressed to each stockholder or member at his place of residence as shown on the books of the corporation and deposited to the addressee in the post office with postage prepared, or served personally; Provided, That any dissenting stockholder shall have appraisal right as provided in this Code. . . . " Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner