Ms. Ma. Arlene Q. Gella

June 19, 1989 Ms. Ma. Arlene Q. Gella Committee on Housing House of Representatives Quezon City Madam : This refers to House Bill No. 24249, which you referred to this Commission for comments, seeking to require all private corporate entities to establish a housing program for their employees and the SEC to make as a requirement for registration, the feasibility study of the corporation's housing program. LibLex It is a general principle that substantial compliance with the requirements of the statute, is all that is necessary to legal incorporation and to the existence of a corporation, and this principle has been repeatedly applied in construing statutes authorizing the formation of corporations. (2 Fletcher, Cyc. Corps. 1983 rev. vol. sec. 131 at 215). The modern corporation statutes in most jurisdiction have greatly simplified the incorporation procedure. (Fletcher, Supra, sec. 135). Hence, Sections 14 and 15 of the Corporation Code read as follows: "SECTION 14. Contents of articles of incorporation . All corporations organized under this Code shall file with the Securities and Exchange Commission articles of incorporation in any of the official language, duly signed and acknowledged by all the incorporators, containing substantially the following matters except as otherwise prescribed by this Code or by special law .... "SECTION 15. Form of articles of incorporation . Unless otherwise prescribed by special law, articles of incorporation of all domestic corporations shall comply substantially with the following form. ..." (emphasis supplied) Section 17 of the Corporation Code, likewise, requires a mere substantial compliance with the form prescribed in the Code relative to the approval of articles of incorporation and any amendment thereto. The same simple requirement is prescribed by Section 46 of the Code as to filing of by-laws and amended by-laws. Thus, while we interpose no objection to the proposal of requiring private corporations to establish a housing program for the employees, nevertheless, we take exception to the provision requiring the SEC to make as a requirement for registration the feasibility study of the corporation's housing program which we feel may be imposed solely by the National Home Mortgage Finance Corporation. In view of the foregoing, and in line with the policy of the present government of encouraging deregulation in economic activities and eliminating unnecessary requirements/red tape as possible, the Commission, in its meeting of June 8, 1989, resolved to object to the above-mentioned requirement of the proposed bill. LexLib Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman