Mr. Rodolfo C. Arceo

November 15, 1982 Mr. Rodolfo C. Arceo Herald Bldg., 61 Muralla St. Intramuros, Metro Manila Gentlemen: This relates to your letter dated November 2, 1982, requesting approval by this Commission of Resolution Nos. 7 & 8, adopted and approved by the Board of Directors of your corporation, on June 26, 1982. It appears that Jesarc Overseas Land and Marine Placement Corporation is a stock corporation, the primary purpose of which is to act as agent or manager of any person or corporation in the operation of ships and vessels engaged in coastwise overseas shipping business as well as in the recruitment of workers for jobs abroad. It likewise appears from the articles of incorporation that its authorized capital stock is TWO MILLION FOUR HUNDRED THOUSAND (P2,400,000.00) PESOS, divided into 24,000 shares at a par value of ONE HUNDRED (P100.00) PESOS each. As of July 1, 1982, the shares of stock subscribed and paid amounted to P600,000.00. On June 26, 1982, The Board passed two (2) resolutions reading as follows: RESOLUTION NO . 7 "BE IT RESOLVED, as it is hereby resolved that the proposal of the President for the operation of BEAUTY and TAILORING SHOPS as well as the lease and improvements of the Second Floor of the office; . . . be, as it hereby is, APPROVED . . ." RESOLUTION NO . 8 "PROPOSAL OF THE TREASURER, for the printing of 1,000 pieces of stocks certificates of the corporation, with a face value of P1,000.00 each, equivalent to 10 shares at a par value of P100.00 each share and the appropriation of P1,000.00 to cover the cost of its printing, . . ." The questions are: 1. Can the articles of incorporation be amended to include, among its purposes, the operation of Beauty and Tailoring Shops, and, prcd 2. Can the corporation validly authorize the printing of non-participating stock certificates with a face value of P1,000.00 each or equivalent to 10 shares of stock at P100.00 par value? The first question must be answered in the affirmative provided that the desired amendment be approved by a majority vote of the board of directors and the vote of the stockholders representing at least 2/3 of the outstanding capital stock at a regular or special meeting duly called for the purpose. Apropos thereto, you have to file with this Commission your amended articles of incorporation which must be a true copy of the original articles of incorporation, except that the portion being amended, which in your case is Article II, and the directors' certificate, signed and sworn to by the majority of the directors, certifying to the effect that the amendment was approved by the requisite vote of the stockholders of the corporation and the board of directors thereof. Please be further advised that the amendment heretofore mentioned shall take effect upon its approval by the Commission, or from the date of filing with the Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation. Anent the second query, the same must be answered in the negative. As adverted to above, the articles of incorporation makes mention of shares which can be classified as common. In the absence of a different classification in the articles, each share issued by the corporation, are presumed to be equal (Sec. 6 CCP) such that, for the present, there would be no basis for the corporation's issuing non-participating shares. Hence, if it is desired that the corporation should issue stocks, other than common, as is proposed to be done under Resolution No. 8, the articles of incorporation should first be correspondingly amended. Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner