Mr. Antonio A. Mansueto

December 15, 1993 Mr. Antonio A. Mansueto Philippine Aggrupation of Geodetic Engineers Consultants, Inc. 95 Maginoo St., Diliman, Quezon City S i r : This refers to your letter of November 16, 1993 requesting opinion on the following query: 1. Can a civil engineering partnership firm undertake the topographic survey just because it is claimed, it is a part of their contract? Please be advised that the Commission has adopted the policy of not rendering categorical answers to queries based on issues which may eventually be litigated in the future. The opinion which may be rendered thereon would not be binding upon private parties who would in all probability, if the opinion happens to be adverse to their interest, take issue therewith and contest it before the Court. However, for purposes of information only, the following may be imparted. It is well-settled that a corporation or partnership has only the powers as are expressly granted in its charter or in the statutes under which it was created or such powers as are necessary for the purpose of carrying out its express powers. Only such powers as are reasonably necessary to enable it to carry out the express powers granted and the purposes of the creation are to be implied as are to be deemed incidental. Powers merely convenient or useful are not implied if they are not essential having in view the nature and objective of the Company. Thus, in the determination of what business activities may be carried on by a partnership, reference must be made to its articles of partnership, and unless the power to carry a particular activity is either expressly or impliedly conferred thereby and by existing laws, it does not exist. We believe that the Professional Regulation Commission is in the better position to determine the extent of professional services of "Civil Engineers" under the Civil Engineering Law. Hence, it is suggested that for further particulars, you may communicate directly with that Office. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman