Mr. Roberto Rafael V. Lucila

March 4, 1992 Mr. Roberto Rafael V. Lucila Assistant Executive Secretary for Legislation Office of the President Malacaang, Manila S i r : This refers to your letter dated February 19, 1992 requesting comments on the consolidated S. No. 1935 and H. No. 33904 entitled "AN ACT CREATING THE MINDANAO ECONOMIC DEVELOPMENT AUTHORITY DEFINING ITS POWERS AND FUNCTIONS, AND FOR OTHER PURPOSES". LibLex Please be advised that the primary jurisdiction of the Securities and Exchange Commission which is that of supervision and control of corporations, emanates from its authority to enforce and implement the Corporation Code. The Commission has no jurisdiction over corporations created by "special law" which is not registered with it. If a corporation is operating under a special law or charter, it need not register with the Commission in order to acquire a legal personality since the grantee of such special law or charter draws its life not from compliance with a general law (Corporation Code) but from the law creating it. The Corporation Code expressly provides that corporations created by special laws or charters shall be governed primarily by the provisions thereof and only supplementarily by the Corporation Code. "SECTION 4. Corporations created by special laws or charters . Corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable to them supplemented by the provisions of this Code, insofar as they are applicable." Likewise, under P.D. No. 1415, the Office of the Government Corporate Counsel shall be the principal law office of all government-owned or controlled corporations. It appearing that the proposed corporate entity is to be created by virtue of a special law and inasmuch as said proposed law do not contain any provision requiring further registration with the Commission, we have no jurisdiction over its creation, except its subsidiaries which may be created later as provided for under Section 20 thereof. The Commission, therefore interposes no objection to the above-mentioned proposed law. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman