Mr. Salvador G. Martin

February 7, 1994 Mr. Salvador G. Martin OIC, Director Mines and Geosciences Bureau Department of Environment & Natural Resources North Ave.,Diliman, Quezon City S i r : This refers to your letter of January 27, 1994 requesting clarification whether Rubills Exploration, Inc.,a corporation organized primarily to engage in the business of exploration, discovery, development and exploitation of minerals, can operate at the same time as a manning/crewing agency engaged in providing crew to maritime vessels taking into consideration that its primary purpose includes, among others, "to own, manage and operate ...vessels, tugboats and barges ...." prcd It is well-settled that a corporation only has the 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) 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 to be 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 (vs) 301, 12L, ed. 447) Thus, in the determination of what businesses may be carried on by a corporation, reference must be made to its articles of incorporation, and unless the power to carry a particular business is either expressly or impliedly conferred thereby it does not exist. (Chiwacla Line v. Disnukes, 8 Ala 344, 650, 122, 5 LRA 100, Cited in Am. Jur. Supra. sec. 743) Thus, there should be a specification of the corporation's intended purposes with sufficient clarity and elucidation in the article of incorporation to define with more certainty the scope of its business. cdlex Nowhere in the purpose clause attached in your letter do we find a provision expressly authorizing the corporation to engage in manning/crewing business. Accordingly, the corporation, on the basis of said purpose clause, cannot engage in the questioned business activity. It is allowed to own, manage or operate vessels and recruit the crew therefor only if it is necessary in carrying out its mineral exploration and exploitation business. Should the corporation desire to undertake manning/crewing business for others, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include it under its secondary purposes, and the same requires favorable recommendation from the Philippine Overseas Employment Administration (POEA). Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman