Atty. Reynauld R. Villafuerte

February 27, 1996 Atty. Reynauld R. Villafuerte Land Bank of the Philippines 319 Sen. Gil J. Puyat Ave.,Ext. Makati, Metro Manila S i r : This refers to your letter dated February 23, 1996 inquiring whether or not O.J. DEVELOPMENT TRADING CORPORATION is authorized under its Articles of Incorporation to engage in the business of " door-to-door delivery of remittance and either messengerial services ",and if not, can it amend its Articles of Incorporation to include among its secondary purposes the aforementioned business activity to read as follows: "To engage in the delivery of remittances and such other messengerial services related to the business of door-to-door remittance agency." It is well-settled in corporate jurisprudence that a corporation only has the 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 .Only such powers as are reasonably necessary to enable corporations to carry out the express powers granted and the purposes of their creation are to be implied as are to be deemed incidental. Powers merely convenient or useful are not implied if they are not essential having in view the nature and object of incorporation. Thus, in the determination of what businesses may be carried on by a corporation, reference must be made to its articles of incorporation, and unless the power to carry a particular business is either expressly or impliedly conferred thereby, it cannot be undertaken by a corporation. In the case of the above-named corporation, nowhere in the purpose clause of its Articles of Incorporation do we find a provision expressly authorizing the corporation to engage in the above-mentioned business activity. Neither is it necessary or incidental in the furtherance of the corporate purposes for which it was incorporated. Should it be the intention of the corporation to engage in said lines of business, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include the above-quoted proposed purpose clause among its secondary purposes. LexLib Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner