Ms. Mila B. Guerrero

May 17, 1990 Ms. Mila B. Guerrero Weistein Bros. Piano Manufacturing, Inc. 937 Aurora Boulevard Cubao, Quezon City M a d a m : This refers to your letter dated May 7, 1990 in connection with the application for registration of Weinstein Bros. Piano Manufacturing, Inc. in the Bataan Export Processing Zone, requesting confirmation that Weinstein Bros. Piano Manufacturing, Inc. is allowed to operate a factory branch in Bataan. Please be advised that the Commission, on several occasions, has ruled that the power to create or establish branch offices is generally provided for in the articles of incorporation or by-laws. However, even in the absence of such a provision, the rule is that every corporation formed under the law has the implied or incidental power to establish branch offices in the Philippines or elsewhere as the need and exigency of the business of the corporation may require. Thus, the Board of Directors of a corporation can, absent of such a provision in its articles of incorporation or by-laws, establish a branch office if it is necessary or convenient for the proper accomplishment of the purpose(s) for which the corporation has been created. (SEC Opinions dated June 22, 1988 and March 2, 1970 ) Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner