Angara Abello Concepcion

November 2, 1995 Angara Abello Concepcion Regala & Cruz Law Offices ACCRA Building, 122 Gamboa St. Legaspi Village, 0770 Makati City, M.M. Attention : Atty . Rolando F . Del Castillo S i r : This refers to your letter dated October 24, 1995 relative to the question on whether or not the International Rice Research Institute (IRRI) still falls within the jurisdiction of the Securities and Exchange Commission, notwithstanding the grant of a new charter to IRRI by means of an international agreement. Please be advised that nowhere can we find any statement in the decision of the case of Callado vs. International Rice Research Institute (GR No. 106483), May 22, 1995 which expressly or impliedly removes IRRI's status as a corporation registered under the Corporation Law (now Corporation Code). The Supreme Court merely upheld its immunity from suit as an international organization granted under PD 1620. Furthermore, the Charter of IRRI as an international organization was merely adopted pursuant to the Agreement Recognizing the International Legal Personality of the Corporation (Article I of the Agreement), not by virtue of a legislative approval ;and it is clearly stated that the Agreement shall be " strictly limited to bestowing international status upon the Institute ". (Article III (1) of the Agreement) Hence, it does not affect the Articles of Incorporation of IRRI which was approved by the SEC pursuant to a legislative enactment, the Corporation Law. Therefore, we reiterate our previous opinion that the present status of IRRI as an international organization does not affect its existence as a corporation registered under the Corporation Law. Unless there is an express statutory provision to the contrary, the Corporation, continues to exist as a domestic corporation, notwithstanding its status as an international organization until it is formally dissolved in accordance with the provisions of the law under which it was created. Accordingly, while IRRI is recognized as an international organization and is immune from suit pursuant to P.D. 1620, it is still considered a Philippine domestic corporation registered under the Corporation Law. As such, the SEC still has jurisdiction over the same pursuant to the following provision of PD 902-A, as amended: "SECTION 3. The Commission shall have absolute jurisdiction, supervision and control over all corporations, partnerships or associations who are the grantees of primary franchises and/or a license or permit issued by the government to operate in the Philippines, and in the exercise of its authority, it shall have the power to enlist the old and support of and to deputize any and all enforcement agencies of the government, civil, or military as well as any private institution, corporation, firm, association or person." However, please be advised that this opinion does not restrain or preclude judicial interpretation and/or application of pertinent laws should the above issue be raised or litigated in the forum. prcd Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner