Hon. Gloria Macapagal-Arroyo

June 3, 1993 Hon. Gloria Macapagal-Arroyo Senate of the Philippines 3rd Flr. East Wing, VELCO Centre Bldg.,cor. 13th St. and Chicago St. Port Area, Manila M a d a m : This refers to the letter of your Office dated May 28, 1993 requesting comments and observations on Senate Bill No. 1187, entitled: "AN ACT CREATING THE LAKE MAINIT DEVELOPMENT AUTHORITY, DEFINING ITS PURPOSES, STRUCTURE, POWERS AND FUNCTIONS, PROVIDING FUNDS THEREFOR, AND FOR OTHER PURPOSES." Please be advised that the primary jurisdiction of the Securities and Exchange Commission which is that of supervision and control of corporations, emanates from its authority to enforce and implement the Corporation Code. The Commission has no jurisdiction over corporations created by "Special Law" which are not registered with it. If a corporation is operating under a special law or charter, it need not register with the Commission in order to acquire a legal personality since the grantee of such special law or charter draws its life not from compliance with a general law (Corporation Code) but from the law creating it. The Corporation Code expressly provides that corporations created by special laws or charters shall be governed primarily by the provisions thereof and only supplementarily by the Corporation Code. "SECTION 4. Corporations created by special laws or charters . 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." Under P.D. No. 1415, the Office of the Government Corporate Counsel shall be the principal law office of all government owned or controlled corporations created by special laws. It appearing that the proposed corporate entity is to be created by virtue of a special law and inasmuch as said proposed law do not contain any provision requiring further registration with the Commission, we have no jurisdiction over its creation, except its subsidiaries which may be created later as provided for under Section 6 (e) thereof. The Commission, therefore, interposes no objection to the above-mentioned proposed law. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman