Mr. Ireneo S. Acebedo, Sr.

August 30, 1989 Mr. Ireneo S. Acebedo, Sr. Acebedo Optical 2nd Floor, G.E. Antonio Bldg. J. Bocobo, cor. T.M. Kalaw Sts. Ermita, Manila Sir : This refers to your letter, dated July 31, 1989, inquiring on whether Acebedo Optical Company, Inc. can legally hire professionals such as optometrists and accountants in the furtherance of its business, and as a business enterprise, can it advertise its operation publicly by means of distribution of leaflets, posters, radio announcement and also the hanging of streamers. It is a well-settled rule that a corporation has only such powers as are expressly granted in its charter or in the statute under which it is created or such powers as are necessary for the purposes of carrying out its express powers. (13 Am. Jur.,sec. 739).Likewise, only such powers as are reasonably necessary to enable corporations to carry out the express powers granted and the purposes of the creation are to be implied as are deemed incidental. (Am Jur. sec.,740) Powers merely convenient or useful are not implied if they are not essential, having in view the nature and object of incorporation. (Ibid, citing Planters Bank v. Sharp. 6 How (US) 301, 12 L. ed. 447). The Corporation Code provides, thus: "SECTION 36. Corporate powers and capacity . Every corporation incorporated under this Code has the power and capacity: xxx xxx xxx 11. To exercise such other powers as may be essential or necessary to carry out its purpose or purposes as stated in its articles of incorporation "(emphasis supplied). A perusal of the articles of incorporation of subject corporation shows under Article II thereof that the corporation is primarily organized to: " manufacture purchase, acquire, take, own hold, deal in, mortgage or otherwise, and to lease, sell, convey, exchange, transfer optical machines, optical frames, eyeglasses ,equipment and other articles and accessories connected therewith or used therein, manufactured optical materials, goods, articles and equipment, in or outside of the Philippines." (emphasis supplied). Since the corporation is engaged in the manufacture of optical frames and eyeglasses, it may hire the services of optometrists in order to carry out the aforementioned business. Likewise, it may hire other professionals, such as accountants, provided the hiring thereof is essential, necessary or incidental to carry out its express powers. It should be emphasized, however, that the corporation can neither practice optometry nor hire optometrists to carry on the business of practicing optometry for it, as the same would constitute "practice of profession" which cannot be legally performed by a corporation. Anent your second query, the approval of the Commission is not required, provided the advertisement is in relation to carrying out the purposes for which the corporation was organized as stated in the articles of incorporation. However, the representations contained in the advertising materials must be true and must not tend to mislead the public. cdlex Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner