Atty. Manuel C. Moyco

March 14, 1989 Atty. Manuel C. Moyco 9th. Floor UCPB Bldg. Makati Avenue Makati, Metro Manila Sir : This refers to your letter dated February 27, 1989, inquiring on whether UCPB Building Condominium Corporation can engage in a restaurant business to cater to the needs of the tenants of UCPB Building. 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 power. (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, (Chiwacla Line v. Disnukes, 87 Ala. 344, 650, 122, 5 LRA 100, cited in Am. Jur. Supra., sec. 743). The corporate business is limited by the corporation's charter, and it is illegal for a corporation to apply either its capital or its profit to objects not contemplated by its charter, Am. Jur., sec. 739, citing Dodge v. Voolsey, 18 How. (US) 331 15L. ed., 401) Likewise, only such powers as are reasonably necessary to enable corporations to carry out the express powers granted and the purposes or the creation are to be deemed incidental. (Am. Jur., sec. 740). Powers merely convenient or useful are not implied if they are not essential, having in view the nature and object of incorporation . (Ibid, citing Planters Bank v. Sharp, 6 how (US) 301, 12L. ed. 447). A reading of the articles of incorporation of subject corporation shows that restaurant business is not among its authorized purposes/activities. Neither is said activity necessary or incidental in the furtherance of the corporations objectives. Accordingly, our answer to your query is in the negative. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman