Mr. Federico C. Gaspar

March 23, 1995 Mr. Federico C. Gaspar District Engineer Regional Office No. IV-A Department of Public Works and Highways Sta. Cruz, Laguna S i r : This refers to your letter of December 14, 1994 requesting clarification relative to the registration of Laguna Constructors Association, Inc. 1. Whether an association of contractors can be formed and registered when not all the incorporators are registered /licensed contractors. 2. Whether the above Association composing of fifteen (15) incorporators, without additional members yet, can represent all forty-five (45) Laguna based contractors out of the ninety-two (92) total contractors accredited by your Office. Section 10 of the Corporation Code merely requires, as a basic qualification, an incorporator to be of legal age. However, additional qualifications may be imposed by the corporation/association itself. Therefore, the answer to your first query depends on whether the qualification of being a registered/licensed contractor is imposed by the association. The incorporators as appearing in the articles of incorporation are presumed to have complied with the required qualifications agreed upon by the organizers of the association. Regarding your second query, a corporation/association can only represent its members. It has to be emphasized that membership in an association must be voluntary. Membership should not be made compulsory as it would constitute an infringement of ones constitutional right or freedom to associate and to disassociate granted under Sec. 8, Article III of the Philippine Constitution. Moreover, the Universal Declaration of Human Rights specifically provides that no one can be compelled to belong to an association. Further, please take note that while upon registration with the Commission, a corporation or association acquires the rights, powers and attributes expressly authorized by law or incident to its existence, such registration does not automatically entitle a corporation the privilege to undertake any activity if under the law the transaction to be undertaken still requires permit or approval from other government agencies. The registration of a corporation with the Commission only constitutes a grant by the government of a legal personality of the entity to act as a corporation but does not preclude other government agencies from exercising its regulatory power over such corporation whenever public interest demands it. The issuance of permit or approval necessary for a corporation/association to undertake a particular activity or transaction is not always within the authority of the Commission but of other government agencies or political subdivisions and in the issuance thereof, the proper government agency is empowered to enforce the law, rules and regulations applicable to the transaction to be undertaken. Accordingly, the authority to determine whether or not an association may be allowed to represent a certain group or undertaking or whether or not it is qualified to be accredited as such, is within the power of the government office or agency implementing or enforcing the law, rules, regulations or policy applicable in a particular situation. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner