Atty. Jesulito A. Manalo

May 26, 1982 Atty. Jesulito A. Manalo Pacis & Reyes 5/F Old BPI Bldg. 6795 Ayala Ave. cor. Herrera Sts. Makati, Metro Manila Dear Atty. Manalo: This refers to your letter dated May 20, 1982 requesting opinion of this Commission relative to the possibility of holding the stockholders meeting of Consolidated Mines Incorporated in Pasig, Metro Manila, which is a different place from its principal office located at Makati Metro Manila, per its Articles of Incorporation because of the following reasons: (1) Section 51 of the Corporation Code of the Philippines considers the whole of Metro Manila as one city or municipality, and (2) The present financial incapability of CMI, which is in a state of insolvency, to pay for the rent of a suitable place in Makati which definitely costs more than a place in the Pasig area. The pertinent provision of the Corporation Code of the Philippines specifically provides that; SECTION 51. Place and time of meeting of stockholders or members . Stockholders' or members' meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, and if practicable, in the principal office of the corporation; Provided, that Metro Manila shall, for the purposes of this Section, be considered a city or municipality . Notice of meeting shall be in writing, and the time and place thereof stated therein. All proceedings had and any business transacted at any meeting of the stockholders or members, if within the powers and authority of the corporation, shall be valid even if the meeting be improperly held or called, provided all the stockholders or members of the corporation are present or duly represented at the meeting. (Emphasis supplied) The first two paragraphs of the aforequoted legal provision are new and we may be guided by the deliberations on the Code by the Batasan members for its proper interpretation, to wit: MR. MENDOZA. Well, the measure which is required and which is intended to protect the shareholders is that even in such eventually a notice must be sent to all the stockholders, and I would agree, Your Honor, that the change in venue might be utilized by the majority to encumber the minority in the performance or in the exercise rather of certain prerogatives. If Your Honor feels that this is a disadvantage to the minority, we can consider an amendment later on this section. The reason, however, behind this is that it is felt that some flexibility may be desirable because there are instances, in fact, where because of the nature of the business of a corporation, the locality shall we say, the situs of the main office is different from the principal place of business. MR. LEGASPI. YES MR. MENDOZA. And sometimes it becomes desirable to hold the meeting at the particular place to give the stockholders an opportunity to see the operations of the business of the corporation, so, that is the purpose of this provision. (December 4, 1979. Emphasis supplied) In view thereof, we are inclined to grant your request to hold the stockholders meeting at a place outside of the principal office of the corporation, but within Metro Manila, provided that notice of the time, date and particular place of the meeting be timely furnished all the stockholders. Please be guided accordingly. prcd Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner