Security Services Unlimited, Inc.

October 4, 1995 Security Services Unlimited, Inc. 153-F Boni Serrano Ave. cor. 9th Ave.,Murphy Cubao, Quezon City S i r : This refers to your letter dated September 28, 1995, inquiring whether Securities Services Unlimited, Inc.,a private corporation which is authorized under its articles of incorporation to engage in security services, can also render messengerial, janitorial and manpower services. 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 created or such powers as are necessary for the purpose of carrying out its express powers . (SEC Opinion dated March 23, 1988 citing 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 their creation are to be implied as are to be deemed incidental. (Ibid., citing 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. (Ibid., Chiwacla Lines v. Disnukes, 8 Ala 344, 650, 122 5 LRA 100, Cited in Am. Jur. Supra. Sec. 743) Accordingly, it is necessary that the corporation must specify its intended purposes with sufficient clarity and elucidation in the articles of incorporation to define with more certainty the scope of its business . In the case of the above-mentioned corporation, nowhere in the purpose clause of its articles of incorporation do we find a provision expressly authorizing the corporation to engage in the above-mentioned services. Neither are they necessary or incidental in the furtherance of the corporate purpose for which it was incorporated. Therefore, the corporation cannot legally undertake said business activities. Should it be the intention of the corporation to engage in said lines of business, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include them in its purpose clause as secondary purposes. However, any amendment to the articles of incorporation of the corporation is subject to the recommendation of the Philippine National Police (PNP-SOCIA) as to whether or not, as a security agency, it is allowed to engage in other businesses not directly related to security services. Furthermore, if the desired manpower services would include overseas recruitment business, it would be subject to favorable recommendation of the Philippine Overseas Employment Authority (POEA). Please be advised accordingly. (SGD.) FE ELOISA C. GLORIA Associate Commissioner