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Atty. Alberto AD. Santos

SEC Opinion • Securities and Exchange Commission • Opinions • Oct 25, 1982

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October 25, 1982 Atty. Alberto AD. Santos 2418 Yangco, Gagalangin Tondo, Manila Sir : This refers to your letter dated September 23, 1982, inquiring as to whether L & S Manufacturing Industries, Inc.,is authorized under its charter to engage in leasing and/or operation of fishpen for the production of milkfish. A perusal of the record of L & S Manufacturing Industries, Inc. on file in this Commission shows that subject corporation is not authorized under its original articles of incorporation, issued on June 27, 1979, to engage in leasing and/or operation of fishpen, neither is it authorized to do so under its amended articles of incorporation which was approved by the Commission on January 21, 1980. llcd Please be informed, however, that on July 22, 1982, subject company filed with this Commission its amended articles of incorporation, inserting a new paragraph, to the secondary purposes. The proposed amendment to the amended articles of incorporation, empowers the company "to acquire, lease, cultivate, develop, operate and dispose of, manage both as principal and/or agent in accordance with law, real estate including fishpond, fishpen, agricultural land, orchard and farm." Said amendment has not yet been approved by the Commission for failure of the company to comply with the following requirements. 1. Failure to submit: a) General information sheet for 1981-1982. b) Minutes of Board meeting 1981-1982. c) Minutes of stockholders meeting 1981-1982. d) Financial statement 1981-1982. e) Stock and transfer book f) Statement and Sources of Application of Funds. 2. Payment of penalties thereof. The above-requirements were relayed to the Company in a letter dated September 2, 1982, copy of which is attached. In this connection, Section 16 of the Corporation Code provides, thus: "Amendment of articles of incorporation xxx xxx xxx The amendment shall take effect upon its approval by the Securities and Exchange Commission ..." (Emphasis Supplied) In view thereof, L & S Manufacturing Industries cannot, as yet, engage in leasing and/or operation of fishpen. Very truly yours, (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department

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