Society of Saint Paul

March 23, 1988 Society of Saint Paul P.O. Box 525 Commercial Center Makati Metro Manila Sir/Madam : This refers to your letter, dated March 21, 1988, requesting the opinion of this Commission on the query posed therein. It appears that the Society of Saint Paul, Inc. is a non-stock corporation, organized, among other purposes, to establish and maintain a catholic church, and to provide a place of public worship for the same in the district of Pasay, City of Manila, Philippines. In 1985, you tried to pre-qualify with the Textbook Board (now the Instructional Materials Corporation under the DECS control and supervision) as one of the accredited printers. However you were rejected verbally in view of the nature of your association as a non-stock, non-profit corporation. Your society desires to reapply again, but before doing so, you are posing the following query: Considering that the society possesses some printing machineries and the expertise of some technical men, is there a legal impediment for the society to undertake some printing businesses with the Department of Education, Culture and Sports through the Instructional Materials Corporation? As to whether the Society of St. Paul may engage in the business of printing, reference should be made on the purposes as enumerated in articles of incorporation. It is well-settled that a corporation has only such powers as are 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 its express powers. (13 Am. Jur. sec. 739). "In the determination of what businesses may be carried on by a corporation, reference must be had to its charter, and unless the power to carry on a particular business is either expressly or impliedly conferred thereby, it does not exist." (Chiwacla Line v. Disnukes, 87 Ala. 344 650, 122, 5 LRA 100, cited in Am. Jur., Supra., sec. 743). The corporate business is limited by the corporation's charter, and it is illegal for a corporation to apply either its capital or its profit to objects not contemplated by its charter, (Am. Jur., sec. 739, citing Dodge v. Voolsey, 18 How. (US) 331, 15 L. ed., 401). Likewise, only such powers 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 (US) 301, 12 L. ed., 447). A reading of your articles of incorporation shows that you are not authorized to deal with other government offices, and to undertake some printing businesses with them. Neither is the business of printing necessary or incidental in the furtherance of your particular purposes. Accordingly, our answer to your query is in the affirmative. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman