Mr. Antonio F. Corrado

August 4, 2000 MR. ANTONIO F. CORRADO Assistant Secretary for Legislation Office of the President Malacaang, Manila S i r : This refers to your letter dated July 11, 2000 requesting comments and recommendations on House Bill No. 1013, entitled: " An Act Providing Omnibus Amendments to Presidential Decree No . 857, Otherwise Known As the Revised Charter of the Philippine Port Authority (PPA),As Amended, To Strengthen and Streamline The Authority, And for Other Purposes ." aIHSEc Please be advised that the primary jurisdiction of the SEC 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 law" 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 itself not from compliance with a general law (Corporation Code) but from the law creating it. The Corporation Code, quoted hereunder, expressly provides that corporation created by special laws or charters shall be governed primarily by the provisions thereof and only supplemented by the Corporation Code. "SECTION 4. 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." DaScCH Under P.D. 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 corporate entity covered by the Bill is created by virtue of a special law and is not subject to registration under the Corporation Code, we have no jurisdiction over the same, except its subsidiaries which may be created by it by virtue of its power under Section 6 of the Bill and pursuant to the provisions of the Corporation Code. The Commission, therefore, interposes no objection to the above-mentioned House Bill. Very truly yours, (SGD.) LILIA R. BAUTISTA Chairman