Mr. Jesus L. Copuyoc

December 23, 1992 Mr. Jesus L. Copuyoc Manager Local Water Utilities Administration P.O. Box 34, U.P. Post Office Katipunan Road, Balara, Quezon City S i r : This refers to your letter of December 11, 1992 requesting opinion whether Inter-Compuvision, Inc. may lawfully enter into computer maintenance service contracts on the basis of its articles of incorporation which provides: "To engage in and carry on a general mercantile and commercial business of buying, acquiring, holding, assembling, importing and exporting, selling or otherwise disposing of and dealing in any goods, merchandise and commodities, particularly computer and its peripherals, electronic, industrial and engineering items of every kind, and all kinds of products, natural or artificial, of the Philippines or other countries, which are or may become articles of commerce." Nowhere in the above-quoted purpose clause do we find a provision authorizing the corporation to engage in "computer maintenance service". 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 the purpose of carrying out its express powers. (SEC Opinion dated March 23, 1988, citing 13 Am. Jur. Sec. 739) "In the determination of what businesses 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" (Ibid, citing Chiwacla Line v. Disnukes, 87 Ala 344, 650, 122, S LRA 100, cited in Am. Jur. Supra. sec. 743) Therefore, subject corporation, on the basis of the aforequoted purpose clause, cannot engage in the above-mentioned business activity. Should the corporation desire to undertake said business, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include it among its purposes. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman