Atty. Celso R. Vinluan

February 17, 1982 Atty. Celso R. Vinluan Bausa Ampil Suarez Paredes & Bausa 5th Floor, Madrigal Bldg. Escolta, Manila Sir : This is in reply to your letter dated January 9, 1982, inquiring whether your client, the "City Service Corporation" can engage in the business of "renovation, alteration and construction of buildings, houses and other structures",pursuant to its primary purpose and paragraph (c) of the secondary purposes of the articles of incorporation, which provide among others; to wit: LexLib "Primary: To establish, own, manage, operate and carry on the business of maintaining, preserving, preparing and cleaning buildings, amusements or recreational facilities, as well as to render janitorial services, window cleaning, to undertake additional carpentry works, plumbing, electrical, painting, landscaping, gardening, ground maintenance services, of any all kinds of buildings; to include generally all such services for maintenance, repair and beautification of such buildings ..." "Secondary: (c) To carry on any and all business as ...engineering contractors, and builders ..." Based on its primary purpose, the corporation cannot engage in the business of renovation, alteration and construction of buildings. However, it may engage in said business, pursuant to paragraph (c) of the secondary purposes. To enable the corporation to engage in any of its secondary purposes, it is necessary that the procedure laid down in Section 42 of the Corporation Code should be complied with. "SECTION 42. Power to invest corporate funds in another corporation or business or for any other purpose . Subject to the provisions of this Code, a private corporation may invest its funds . . . for any purpose other than the primary purpose for which it was organized when approved by a majority of the board of directors or trustees and ratified by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, . . . at a stockholders' or members' meeting duly called for the purpose. Written notice of the proposed investment and the time and the place of the meeting shall be addressed to stockholder or member at his place of residence as shown on the book of the corporation and deposited to the addressee in the post office with postage prepaid, or served personally: provided, that any dissenting stockholders shall have appraisal right as provided in this Code . . ." Please be guided accordingly. LibLex Very truly yours, (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department