Mr. Tui Tai

February 10, 1982 Mr. Tui Tai Cinema Corporation of Olongapo 1879 Rizal Avenue Olongapo City Dear Mr. Tui; This refers to your letter-query dated January 26, 1982, requesting opinion on whether the Board of Directors of subject corporation may legally lease to a third party the corporate property, Particularly Cinema A and Cinema B, even without obtaining the prior consent or approval of the stockholders. Relative thereto, please be informed that under Philippine corporate law, the Board of Directors is vested with the full control and management of the business, affairs and property of the corporation (Sec. 23 of Batas Pambansa Blg. 68). Moreover, your corporation is specifically authorized by its charter to engage primarily in the business, inter alia, of cinema houses as follows: "PRIMARY PURPOSES a) To introduce, erect, operate, conduct, manage, maintain and carry on the business of cinema houses, movie production, nightclubs, cabarets and taverns; b) To buy, sell, lease ,or otherwise dispose of, and to operate, conduct, furnish, equip and manage cinema house ,movie production, night club, cabarets and taverns, bowling alleys or places of entertainment and generally to do and perform everything necessary for carrying out the aforesaid purposes." (Emphasis supplied) In the light of the foregoing, we believe that the Board of Directors of subject corporation has authority to lease the corporate property as the act of leasing is for the purpose of carrying out the specific charter power which the corporation possesses. This view is amply supported by jurisprudence which states as follows: "...But such lease has been held within the powers of the board of directors if it is authorized by the charter or articles of association, and they are vested as in New York, with the entire management and control of the corporation." (11, Fletcher, Cyc. Corps.,Sec. 546. p. 608) Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner