Atty. Mario A. Aguinaldo

May 13, 1991 Atty. Mario A. Aguinaldo M.A. Aguinaldo & Associates Suite 210, Gedisco Center 1564 A. Mabini cor. P. Gil St. Ermita ,Manila Dear Atty. Aguinaldo : This refers to your letter dated April 30, 1991, requesting information as to whether or not Unique International Forwarders (Phil.),Inc. is authorized to engage in customs brokerage business. Well settled is the rule that a corporation has only such powers as are expressly granted in its character or in the statute 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).Thus, there should be a specification of the corporation's purposes with sufficient clarity and elucidation to define with more certainly the scope of the business. A perusal of the original articles of Incorporation of Unique International Forwarders (Phil.),Inc. (formerly, Pacific Airfreight Corporation) on file with this Commission shows under Articles II thereof that the business of "customs brokerage" had been deleted or omitted and what remained is that said corporation is primarily organized to engage in the business of forwarder of goods, wares, merchandise and property of every kind and nature. Records further show that nowhere in the subsequent amendments of its articles of incorporation show that "custom brokerage" business has been re-included or restored. Likewise, the incidental purposes of Unique International Forwarders (Phil.),Inc. do not show that it is authorized to engage in customs brokerage business. Accordingly, your query is answered in the negative. Should the Corporation desire to engage in said line of business, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to includes the same in its primary or secondary purposes. Please be advised accordingly. cdll Very truly yours, (SGD.) ARMANDO Z. GONZALES Associates Commissioner