Mr. Nestor P. Nuez

September 18, 1992 Mr. Nestor P. Nuez Sycip Gorres Velayo & Co. 6760 Ayala Avenue, Makati Metro Manila S i r : This refers to your letter of September 8, 1992 requesting opinion on the query posed therein. As stated, Integrated Port Workers Foundation, Inc. (IPWF) and Oriental Port and Allied Services Corp. (OPASCOR) are both domestic corporations. The former was organized primarily for the welfare of its members and the latter as a stevedoring business. The members of IPWF are the employees of OPASCOR. The management of OPASCOR proposes to establish a non-contributory retirement fund for its employees to be administered by IPWF as trustee. Your query is, can IPWF act as trustee of said retirement fund? If in the affirmative, what are the requirements in order for it to act as such trustee? It is well settled that a corporation has only such powers as 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 such express powers. (13 Am. Jur. Sec. 739). Only such power 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 whether a corporation can act as trustee of funds or whether or not management or administration of retirement funds may be carried on by a corporation, reference must be had to its articles of incorporation, and unless the power to carry on such activity is either expressly or impliedly conferred thereby, it does not exist. Likewise, your attention is invited to the provisions of the General Banking Act relative to trust corporations, particularly Sections 56-67 thereof and Sections 410-413 of the Insurance Code. For further information, you may seek clarification on the matter from the Central Bank and the Office of the Insurance Commission. Please be advised accordingly. LibLex Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman