Mr. Antonio F. Corrado

March 9, 2000 Mr. Antonio F. Corrado Assistant Secretary for Legislation Office of the President Malacaang, Manila S i r : This refers to your letter dated February 17, 2000 requesting comments/recommendation on House Bill No. 3064, entitled: " An Act Creating Cagayan De Oro-Iligan Corridor Development Authority Defining Its Powers And Functions Providing Funds Therefore And For Other Purposes ." Please be advised that the primary jurisdiction of the Securities and Exchange Commission which is that of supervision and control of corporations, emanates from its authority to enforce and implement the Corporation Code. The Commission has no jurisdiction over corporations created by "special laws" which is not registered with it. If a corporation is operating under a special law or charter, it need not register with the Commission in order to acquire a legal personality since the grantee of such special law or charter draws its life not from compliance with a general law (Corporation Code) but from the law creating it. Section 4 of the Corporation Code, quoted hereunder, expressly provides that corporations created by special laws or charters shall be governed primarily by the provisions thereof and only supplemented by the Corporation Code. cdlex "SECTION 4. Corporation 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 far as they are applicable." Under Presidential Decree No. 1415, the Office of the Government Corporate Counsel shall be the principal law office of all government owned or controlled corporations created by special laws. It appearing that the proposed corporate entity is to be created by virtue of a special law and inasmuch as the proposed law does not contain any provision requiring further registration with the Commission, we have no jurisdiction over its creation, except its subsidiaries which may be created later as provided for under Section 14 thereof. libel Thus, we do not interpose objection to the above-mentioned proposed law. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman