Mr. Emerito S. Calderon

May 26, 1983 Mr. Emerito S. Calderon President, Cebu Agro-Industrial Corporation St. Jude Thaddeus Building 7 Ramon Duterte St. Banawa, Cebu City Sir : This refers to your letter dated May 16, 1983 requesting opinion on whether your corporation is authorized under its charter to legally engage in the business of operating fishpens, specifically at Laguna de Bay. A careful perusal of your purposes disclosed that the provisions thereof do not specifically make mention of operation of fishpens although under Sec. 4 of your Secondary Purposes, the corporation is empowered: ".....to apply for, acquire, own, lease, rent, buy and otherwise hold land concessions and all other kinds of properties and rights either public or private ....".We grant that this may be interpreted to include the business of acquiring, leasing land/concessions for fishing business. It would be necessary of course before the corporation can engage in said secondary purpose that the same be approved by a majority of the board of directors and ratified by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock at a stockholders' meeting duly called for the purpose. However, in our view, should the corporation wish to engage in said business, it would be best that the articles of incorporation of your company be amended in accordance with Section 16 of the Corporation Code. The said amendment must be approved by a majority vote of the Board of Directors and the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock at a regular or special meeting duly called for the purpose. Apropos thereto, you have to file with this Commission your amended articles of incorporation which must be a true copy of the original articles of incorporation, except the portion being amended, which in your case is Article II, and the directors' certificate, signed and sworn to by the majority of the directors, certifying to the effect that the amendment was approved by the requisite vote of the stockholders of the corporation and the board of directors thereof. Please be further advised that the amendment heretofore mentioned shall take effect upon its approval by the Commission, or from the date of filing with the Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation. Please be guided accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner