Secretary Nazario S. Cabuquit, Jr.

March 25, 1988 Secretary Nazario S. Cabuquit, Jr. Department of Budget & Management Malacaang, Manila Dear Secretary Cabuquit, This refers to your letter, dated February 12, 1988, requesting the opinion of this Commission on the queries posed therein. Section 4 of Executive Order No. 242, amending Section 18, paragraph (V) of Executive Order No. 133, reads as follows: (V) The Center for International Trade Expositions and Missions, Inc. is hereby merged with the Philippine Trade Exhibition Center. The latter shall be the surviving entity and is hereby renamed "Center for International Trade Expositions and Missions ." In addition, Section 6 of E.O. 242 prescribes: "All laws, rules and regulations, and other similar issuances, or parts thereof, which are inconsistent herewith are hereby repealed or modified accordingly." Considering that Center for International Trade Exposition and Missions, Inc. (CITEM, Inc.) was registered with the Securities and Exchange Commission under the Corporation Code, while Philippine Trade Exhibition Center, (PTEC) as claimed in your letter was created a special charter, your queries are: 1. How does the merger affect the registration of CITEM, INC.? Does it automatically extinguish the corporate personality of CITEM, Inc.? What steps should CITEM take in connection with its registration with the SEC? 2. Once privatized, may a government owned or controlled corporation, either created by special charter or registered with the SEC under the Corporation Code, continue to use the same corporate name? In connection with your first query, Section 4 of the Corporation Code provides that "corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable to them, supplemented by the provisions of this Code, insofar as they are applicable." Thus, Section 80 of the Corporation Code has the following suppletory effects on the merger of CITEM, Inc. and PTEC: 1. The constituent corporations shall become a single corporation which, in case of merger, shall be the surviving corporation designated in the plan of merger; 2. The separate evidence of the constituent corporations shall cease, except that of the surviving corporation; 3. The surviving corporation shall possess all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the Corporation Code; 4. The surviving corporation shall there upon and thereafter possess all the rights, privileges, immunities and franchises of each of the constituent corporations, and all property, real and personal, and all receivables due on what ever account, including subscriptions to shares and other choses in action and all and every other interest of, or belonging to, or due to each constituent corporation, shall be taken and deemed transferred to and vested in the surviving corporation without further act or deed ; 5. The surviving corporation shall be responsible and liable for all the liabilities and obligations of the constituent corporation in the same manner as if such surviving corporation had itself incurred such liabilities or obligations; and any claim, action or proceedings pending by or against any such constituent corporation may be prosecuted by or against the surviving corporation, as the case may be. Neither the rights of creditors nor any lien upon the property of such constituent corporation shall be impaired by such merger (Section 30, CCP) By virtue of the preceding law, the merger ipso pacto cancels the registration of CITEM, Inc. with the Securities and Exchange Commission. Its corporate existence automatically ceases and is deemed dissolved without any further act or deed as of July 24, 1987, the effectivity date of E.O. 242. Your second query is answered in the affirmative in view of the following provision of the Corporation Code which has a suppletory effect on corporations created by special charter: "SECTION 36. Corporate powers and capacity . Every corporation incorporated under this Code has the power and capacity: xxx xxx xxx 2 Of succession by its corporate name for the period of time stated in the articles of incorporation and the certificate of incorporation. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman