Mr. Ronette O. Franco

April 19, 1999 Mr. Ronette O. Franco R.V. Domingo & Associates Suite D, 7th Floor, The Valero Tower 122 Valero Street, Salcedo Makati City 1227 S i r : This refers to your letter dated April 7, 1999 requesting clarification on whether or not a person who is not appearing in the list of officers in the General Information Sheet of the corporation filed with the Commission, but who represents himself as an " officer ",may be considered as such for whatever purposes. cdll The pertinent provision of the Corporation Code provides: "SECTION 25. Corporate officers, quorum . Immediately after their election, the directors of a corporation must formally organize by the election of a president ,who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws ....".(Emphasis supplied) Thus, additional offices may be created by the By-laws, other than those enumerated in the Corporation Code, or the Board of Directors may be empowered by the By-laws to create additional offices as they become necessary. In the absence of such authority, the Board has no power to create additional/new offices. ( SEC Opinion dated October 19, 1971 addressed to Mr. Ricardo G. Nicolas ). Very truly yours, (SGD.) ROSALINDA U. CASIGURAN Associate Commissioner