Elvira Ocampo-Adorable

June 22, 1988 Elvira Ocampo-Adorable Acting Manager, Project Evaluation and Review Department Export Processing Zone Authority 4th Floor, Legaspi Towers 300 Roxas Boulevard, Metro Manila Madam: This refers to your letter dated May 31, 1988, requesting clarification whether or not the application of GF International Export, Inc., to put up a branch or division at the Mactan Export Processing Zone for the manufacture of furnitures, needs to be approved by and/or registered with the Securities and Exchange Commission. LexLib The Commission, in a previous opinion, has ruled that the power to create or establish branch offices is generally provided for in the articles of incorporation or in the 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 needs and exigencies of the business of the corporation may require. Thus, the Board of Directors of a corporation may in the absence of such a provision in its articles of incorporation or by-laws, establish branch office if it is necessary or convenient for the proper accomplishment of the purpose for which the corporation has been created. ( SEC Opinion dated March 2, 1970, addressed to Jalwindor Manufacturers Incorporated ). Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman