Ms. Carlota P. Valenzuela

May 28, 1986 Ms. Carlota P. Valenzuela Office of the Deputy Governor Supervision and Examining Sector Central Bank of the Philippines Manila Madam: This relates to your letter, dated February 19, 1986, requesting the views of this Commission as to whether the other provisions of the Corporation Code still apply on cooperative rural banks. Section 4 of P.D. 175, dated April 16, 1973, provides in part, thus: "Cooperative shall have the following powers: xxx xxx xxx (c) To establish rural banks under the Rural Bank Act and/or to purchase government held preferred shares of rural banks which may be converted to voting common stock under the rules and regulations to be promulgated by the Monetary Board of the Central Bank and the Agrarian Reform Fund Commission. xxx xxx xxx P.D. 2008, dated January 8, 1986, amended Section 4 (c) of P.D. No. 175, as amended, by adding the following proviso: ". . . Provided, however, that registration with the Bureau of Cooperatives Development of Cooperative Rural Banks and other cooperative banks organized under this Decree shall be sufficient for said banks to acquire legal personality to apply and qualify for licensing by the Central Bank of the Philippines without need for registration as corporations with the Securities and Exchange Commission notwithstanding the provisions of RA 337, as amended and/or RA 720, as amended; Provided, further that said banks shall be subject to the supervision of the Bureau of Cooperatives Development so far as the provisions of this Decree are concerned and to the Central Bank of the Philippines on banking transactions." In relation to P.D. 2008, the basic principle has been announced time after time that if the statute is plain, certain and free from ambiguity, a bare reading suffices and interpretation is unnecessary. (Crawford, Statutory Construction, sec. 158). It is explicitly provided under P.D. No. 2008 that cooperative rural banks and other cooperative banks organized under P.D. 175, as amended, need not register with the S . E . C ., notwithstanding the provisions of R.A. 337, as amended and/or R.A. 720, as amended. Supervision over said entities is placed under the BCOD as far as P.D. 175 is concerned; and to the Central Bank of the Philippines as regard banking transactions. Undeniably, therefore, cooperative rural banks and other cooperative banks are now created under P.D. 175, as amended by P.D. No. 2008, and not by the general law (Corporation Code). P.D. No. 2008 tends to minimize involvement in cooperative rural banks and other cooperative banks. Lodging registration and regulation of said entities with the BCOD assures jurisdictional responsibility and control. However, Section 4 of the Corporation Code provides thus: "Corporations created by special laws or charters. 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 ." (emphasis supplied) Hence, "in all special corporations, the corporation Code would have suppletory effect in so far as the provisions thereof may be applicable, and are not inconsistent with such special laws." (Campos, Campos, Cases, 1981 ed., p. 4). "The grant of a special charter to a corporation does not deny to it or to other corporations the equal protection of the laws." (13 Am. Jur., sec. 24) Furthermore, it is not uncommon to find one statute treating a subject in general terms and another treating only a part of the same subject matter in a more minute manner. Where this situation exists, the two statutes should be read together and harmonized. In the event of repugnancy, the special statute should prevail, in the absence of a contrary legislative intent, since the specific statute more clearly evidences the legislative intent than the general statute does. (Crawford, Statutory Construction, sec. 230). In the light of the foregoing, it is advised that while cooperative rural banks and other cooperative banks are now primarily governed by P.D. No. 175, as amended by P.D. No. 2008, yet, they may be supplemented by the provisions of the Corporation Code insofar as the latter's provisions are applicable. llcd Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Acting Chairman