Mr. Arturo G. Bayot, Jr.

March 17, 1989 Mr. Arturo G. Bayot, Jr. Traders & Managers Group, Inc. Suite 501, Cacho-Gonzales Bldg. 101 Trasierra Cor. Aguirre Sts. Legaspi Village, Makati, Metro Manila Sir : This refers to your letter dated February 27, 1989, inquiring on whether Traders & Managers Group, Inc. can enter into contract to supply its clients with the following services: 1. Consultancy in the filed of communications, electronics, electro-mechanical lines, etc. 2. Repair/overhaul of communications, electronics, electro-mechanical instruments and equipment including but not limited to supply of spare parts and accessories. It is well-settled that a corporation has only such powers as are expressly granted in its charter or in the statutes under which it is created or such powers as are necessary for the purpose of carrying out its express powers (13 Am. Jur. sec. 739).Thus, there should be a specification of the corporation's purposes with sufficient clarity and elucidation to define with more certainty the scope of the business. An examination of the articles of incorporation of subject corporation shows that the aforementioned business activities do not fall within the scope of the primary and secondary purposes enumerated therein. The "services" referred to in the primary purpose is construed to refer only to those services related to import/export business of the corporation. In view thereof, it is advised that, should the company desire to engage in said line of business, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include the desired business activities among its secondary purposes. LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman