Philippine Society of Government
SEC Opinion • Securities and Exchange Commission • Opinions • Jun 2, 1982
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June 2, 1982 Philippine Society of Government Planners, Inc. c/o Mr. Romeo I. de Vera Strata Bldg.,Ortigas Avenue Pasig, Metro Manila Sir : This refers to your letter dated May 5, 1982, inquiring whether or not the Philippine Society of Government Planners, Inc.,can engage in KKK activities without necessarily amending its articles of incorporation. cdll In line with the government's KKK program established by Executive Order No. 715, existing associations may be allowed to engage in KKK activities. However, it is a fundamental rule in corporate law that a corporation can only transact business/engage in the activities for which it was lawfully organized and may only exercise such acts as may be reasonably necessary to accomplish the purposes for which the corporation was formed. A perusal of the articles of incorporation of subject corporation disclosed that KKK activities are not among the specific purposes which it has the power to do and perform, nor are they reasonably necessary to accomplish its purposes. In view thereof, it is suggested that you amend your articles of incorporation in accordance with Section 16 of the Corporation Code, to include them among its purposes in order that the corporation can lawfully engage in said activities. It was further observed that subject corporation failed to submit its by-laws. Be advised that unless the corporation's by-laws is filed and approved by the Securities and Exchange Commission, the corporation cannot lawfully amend its articles of incorporation. Take note that failure to file by-laws within the required period (within one (1) month after receipt of official notice of the issuance of its certificate of incorporation), is a ground for revocation of the certificate of registration of a corporation (Section 6, 1-5, P.D. 902-A, as amended * ). In view thereof, it is suggested that you file your by-laws adopted in accordance with Section 46 of the Corporation Code as soon as possible. LexLib Very truly yours, (SGD.) MANUEL G. ABELLO Chairman * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .
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