Ms. Ma. Luz Natividad A. Lim

January 23, 1995 Ms. Ma. Luz Natividad A. Lim Tahanan Mutual Bldg. & Loan Association 11/F, PDCP Bank Centre cor. Alfaro St. Salcedo Village, Makati, Metro Manila Madam: This refers to your letter of January 18, 1994 requesting advice on what law should be applied in carrying out the proposal of Tahanan Mutual Building and Loan Association, Inc. to increase its capitalization, particularly on the subscription and paid-up requirements and procedure of issuance of stock certificates, as there seems to be conflicting statutory provisions on the matter. (Re: Corporation Code, RA 337 and RA 580) llcd It is not uncommon to find out a statute treating a subject in general terms and another treating only a part of the same subject matter in a mere minute manner. Where the situation exists, the two statutes should be read together and harmonized. In the event of repugnancy, the special statute should prevail, in the absence of a contrary legislative intent, since the specific statute more clearly evidences the legislative intent than the general statute does. (Crawford, Statutory Construction 230) Thus, it was held that to the extent of any necessary repugnancy between a general and a special law, the latter will control the former without regard to the respective dates of passage. (Lagman vs. City of Manila, GR No. L-23305, June 30, 1966; City Mayor vs. Chief of Phil. Constabulary, G.R. No. L-20346, Oct. 31, 1967) The special law is to be taken as an exception to the general law, in the absence of a special circumstance forcing a contrary conclusion. (Baga vs. Phil. National Bank, G.R. No. L-9695, September 10, 1956, 52 O.G. 6140) Consistent with the foregoing general principle on statutory construction and interpretation, the Corporation Code provides thus: "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." Since subject corporation is a special type of corporation covered by special laws, the Corporation Code would have only a suppletory effect insofar as the provisions thereof may be applicable and are not inconsistent with the special laws covering it. In case of conflict, the special statutes shall prevail. For further clarification you may refer the matter to the Bangko Sentral for a definite ruling since it is the agency which implements the General Banking Act and which has the primary jurisdiction over "building and loan associations". Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner