Mr. Jimmy T. Ongco

July 1, 1994 Mr. Jimmy T. Ongco Mayflower Production Corporation 3329 Harvard St. Pinagkaisahan, Makati, Metro Manila S i r: This refers to your undated letter was received by the Commission on June 29, 1994 inquiring whether Mayflower Production Corporation can expand its business operations to include "outdoor, cinema, transit, print and other media related business ventures in the future". prcd It is well-settled that a corporation only has the powers are expressly granted in its charter or in the statutes under which it is created or such powers as are necessary to enable corporations to carry out the express powers granted and the purposes of the creation are to be implied as are to be deemed incidental. (Am. Jur. Sec. 740) Powers merely convenient or useful are not implied if they are not essential having in view the nature and object of incorporation (Ibid, citing Planters Bank V. Sharp, 6 How (vs) 301,12L, ED. 447).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 does not exist. (Chiwacla v. Disnukes, 8 Ala 344, 650, 122, 5 LRA 100, Cited in Am. Jur. Supra sec. 743) Accordingly, the corporation must specify its intended purpose with sufficient clarity and elucidation in the articles of incorporation to define with more certainty the scope of its business. Should the corporation desire to engage in additional lines of business other than those presently enumerated in its purpose, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include them among its purposes. Where a corporation has more than one stated purpose and which is/are the secondary purpose or purposes. Be informed further that the Philippine Constitution limits the ownership of entities engaged in "mass media" to citizens of the Philippines or to corporations or associations wholly owned and managed by such citizens. LibLex Please be advised accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner