RE : Palacio del Gobernador Condominium Corporation

March 13, 2003 SEC OPINION NO. 08-03 Atty. Rodialo J. Nardo Suite 510-A Ermita Center Building 1350 Roxas Blvd.,1000 Ermita Manila, Philippines RE : Palacio del Gobernador Condominium Corporation S i r : This refers to your letter dated 04 November 2002, and your follow-up letter dated 10 December 2002, requesting our opinion whether Palacio del Gobernador Condominium Corporation is a private corporation or a government-owned or controlled corporation (GOCC). As therein stated, subject-corporation is a non-stock, non-profit corporation created under The Condominium Act (RA 4726) and registered with this Commission. The condominium unit owners are mostly government offices such as the Office of the President, Bureau of the Treasury and Intramuros Administration. With the foregoing premise and on the basis that members of the corporation are separate and distinct from the corporation which has a juridical personality under the law, you maintain that subject-corporation is a private corporation and not a GOCC. Indeed, subject corporation is not a government owned or controlled corporation as defined in Section 2, subsection (13) of The Revised Administrative Code of 1987 (Executive Order No. 292) which we quote: "(13) Government-owned or controlled corporation refers to any agency organized as a stock or non-stock corporation, vested with functions relating to public needs whether governmental or proprietary in nature, and owned by the Government directly or through its instrumentalities either wholly, or, where applicable as in the case of stock corporations, to the extent of at least fifty-one (51) per cent of its capital stock : Provided, That government-owned or controlled corporations may be further categorized by the Department of Budget, the Civil Service Commission, and the Commission on Audit for purposes of the exercise and discharge of their respective powers, functions and responsibilities with respect to such corporations." (Emphasis Ours) The Articles of Incorporation of subject corporation which was registered with this Commission on September 27, 1976 enumerate functions/powers totally alien to public needs. The fact that majority of the condominium owners are government offices does not make it a government owned or controlled corporation as defined in Executive Order No. 292. It is relevant to quote from Lopez, The Corporation Code .page 60: "Also, the fact that some or all of the stock in a corporation is held by the government does not make it a public corporation." (Bardstown & L . R . Co . v Metcalfe, 4 Metc . 199, 81 Am Dec 541) . (SEC Opinions dtd . February 11, 1986, Atty . Ceferino A . Patino, Jr . and August 26, 1982, Lt. Gen. Fidel V. Ramos) Based on the foregoing, Palacio del Gobernador Condominium Corporation is a private corporation. THEcAS Very truly yours, (SGD.) VERNETTE G. UMALI-PACO General Counsel