Mr. Jose O. Villanueva

September 1, 1993 Mr. Jose O. Villanueva J.O. Villanueva and Associates 8th Flr.,Kalaw-Ledesma Condominium, 117 Gamboa St. Legaspi Village, Makati, Metro Manila S i r : This refers to your letter of August 9, 1993 inquiring whether Teodorica Corporation can engage in the business of operating a memorial park on the basis of the following primary purpose clause: "To acquire by purchase, lease, donation or other modes of acquisition and to own, use, improve, develop, sell, mortgage, exchange, lease and hold for investment or otherwise, real estates of all kinds and to build or cause to be built on any such land owned, held or occupied for management or disposition buildings, houses, or other structure with their appurtenances." It is well-settled that a corporation has only powers as are expressly granted in its charter or in the statutes under which it is created or such powers as are necessary for the purpose of carrying out its express powers. (13 Am. Jur. Sec. 739) Only such powers as are reasonably 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. (Chivacla Line v. Disnukes, 8 Ala 344, 650, 122, 5 LRA 100, Cited in Am. Jur. Supra. sec. 743) Thus, there should be a specification of the corporation's intended purposes with sufficient clarity and elucidation in the articles of incorporation to define with more certainty the scope of its business. Memorial park business is not expressly included in the purpose clause of the articles of incorporation of subject corporation. Neither is the activity necessary or incidental in the furtherance of the corporation's present business which is "realty". Accordingly, the corporation cannot, on the basis of the aforequoted purpose clause, engage in said line of business. Should the corporation desire to undertake said business, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include it among its purposes. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman