Mr. & Mrs. Federico C. Aguila

September 27, 1988 Mr. & Mrs. Federico C. Aguila No. 130 Sitio Mendez, Baesa Quezon City, Metro Manila Dear Mr. & Mrs. Aguilar: This refers to your letter, dated September 15, 1988, requesting for information as to whether or not Araneta Institute of Agriculture, Inc. is authorized to engage in land development or subdivision business. A perusal of the latest approved amended articles of incorporation of Araneta Institute of Agriculture, Inc. on file in this Commission, shows under Article II thereof that said Institute is primarily organized to establish and conduct an institution of learning. Nowhere in the secondary purposes thereof would show that Araneta Institute of Agriculture, Inc. is authorized to engage in land development or subdivision business. In this connection, well-settled is the rule that a corporation has only such powers as are expressly granted in its charter or in the statute under which it is created or such powers as are necessary for the purpose of carrying out its express powers. (13 Am Jur., sec. 739). The corporate business is limited by the corporation's charter, and it is illegal for a corporation to apply either its capital or its profits to objects not contemplated by its charter. (Am. Jur., Supra, citing Dodge v. Voolsey, 18 How (US) 331, 15 L. ed. 401). Any such powers as are reasonably necessary to enable corporations to carry out the express powers created and the purposes of the creation are to be implied as are to be deemed incidental. (Am. Jur., Supra, sec. 740). Powers merely convenient or useful are not implied if they are not essential, having in view the nature and object of incorporation (Planters Bank v. Sharp, 6 How (US) 301, 12 L. ed. 447, cited in Am. Jur., sec. 740). In the light of the foregoing, our answer to your query is in the negative. prcd Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman