Atty. Lucia A. Aquino

June 8, 1992 Atty. Lucia A. Aquino Officer-In-Charge Bureau of Trade Regulation and Consumer Protection 2nd Floor, Trade & Industry Bldg. 361 Sen. Gil J. Puyat Avenue Makati, Metro Manila M a d a m : This refers to your letter dated May 21, 1992 inquiring whether Fil-Asia Research Society, Inc.,can lawfully conduct programs and give awards to persons/entities for exemplary achievements in chosen career or profession; generosity toward charity and humanitarianism; and meritorious contributions for community development. 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 (13 Am. Jur. Sec. 739).Likewise, only such powers as are reasonably necessary to enable corporations to carry out the express powers granted and the purposes of the creation are to be implied as are to be deemed incidental. (Am. Jur. Sec. 740) The exercise of implied powers by a corporation is expressly recognized by law, particularly, under Sec. 36 (11) of the Corporation Code which provides: "SECTION 36. Corporate powers and capacity . Every corporation incorporated under this Code has the power and capacity. xxx xxx xxx (11) To exercise such other powers as may be essential or necessary to carry out its purposes as stated in the articles of incorporation ." Hereunder, are the purposes, among others, of subject corporation under Article III of its articles of incorporation on file with the Commission. "(d) To support all policies concerning the promotion of socio-economic, youth sports, educational and cultural projects or the government . xxx xxx xxx (f) To aid and assist organizations, institutions and all agencies by whatsoever names they may be called in their efforts to encourage and stimulate planning, research and cooperation regarding health, welfare and youth recreation problems and services and the development of better standards for charitable, social, philanthropic and benevolent services of every nature and whatsoever such activities may be prosecuted. llcd xxx xxx xxx (i) To hold or conduct with the permission of the entity concerned benefit boxing and wrestling, judo karate, stage shows, movie, beauty contest, baby contest, hold or operate agricultural and industrial fairs in barrios, towns, or cities, fashion exhibitions, etc. and to award prizes in kind or in cash for such particular affair held to winning contestants, to award medals, trophies and plaques, diploma or certificate of merit, for those highly deserving contribution, history, music, movie, literature, law and other bases of studies that will redound to the benefit of mankind worthy of emulation .All projects that the corporation proposes to undertake will be under the charge of competent persons on the matter of proper government supervision." (Emphasis supplied) To carry out the above-quoted purposes, subject corporation, may thus, pursuant to Section 36 (11) of the Corporation Code, engage in the activities mentioned in your letter. As to whether the Corporation has the power to solicit funds from the public to assist its projects or serve the ends of its corporate undertakings, it may be fairly considered as within the implied power of the Corporation, subject, however, to the provisions of Act No. 4075, otherwise known as the Solicitation Permit Law , as amended by P.D. 1564, and Rules and Regulations of the Department of Social Welfare and Development. In cases of illegal fund solicitation, the Commission, under Section 5(a) of P.D. 902-A, as amended, is empowered to hear and decide cases involving. "Devices or schemes employed by or any act of the board of directors, business associates, its officers or partners, amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholders, partners, members of associations or organizations registered with the Commission." Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman