COS Farols Buenaventura& Associates Law Offices

June 23, 2003 SEC OPINION NO. 18-A-03 COS Farols Buenaventura & Associates Law Offices Rms. 201-202 Doa Eusebia Rodriguez Bldg. 0611 Quirino Avenue, San Dionisio Paraaque City Gentlemen : This is to acknowledge receipt of your letter-comment on SEC Opinion No. 18, Series of 2003 dated June 16, 2003. Your letter reiterated your position that your client, being a duly constituted cooperative, need not register with the SEC for purposes of putting up a preparatory school. It is your position that Sec. 25 of the Education Act of 1982 (B.P. 232) which requires that all private schools proposed to be established must be incorporated as either a non-stock or stock educational corporation in accordance with the provisions of the Corporation Code of the Philippines was repealed by the Cooperative Code of the Philippines (R.A. 6938). Thus, you argue that a duly registered cooperative intending to open a private school need not incorporate anew with the SEC. As Opinion No. 18 clearly stated, the juridical personality of the cooperative is not in dispute; it is clear that a cooperative organized under the Cooperative Code acquires juridical personality. The issue is, simply, whether a cooperative is nevertheless required to incorporate a new entity under the Corporation Code for purposes of setting up an educational institution. While the Cooperative Code encourages the establishment of cooperatives as vehicles for growth and development, there is nothing in the Code that expressly repeals or amends Sec. 25 of the Education Act of 1982. Neither is there any implied repeal of the said section. It is elementary in statutory construction that before a repeal by implication can be countenanced, there must be sufficient revelation of the clear and manifest legislative intent to repeal. Otherwise at least, as a general rule, the provisions of the Cooperative Code, a later act, is to be construed with, and not as a substitute for the provisions of the Education Act, an earlier act. Moreover, there appears to be no irreconcilable conflict between the Cooperative Code and the Education Act to support the position that there is an implied repeal of the provisions of the Education Act. Repeals by implication are generally not favored ( Valdez vs. Tuazon, 40 Phil 943 ). HaTDAE As the Opinion clearly stated, Sec. 25 of the Education Act of 1982 remains effective despite the passage of the Cooperative Code in 1990. We see no reason to modify the aforementioned legal opinion. In closing, while this Commission entertained the instant query, the legal opinion should not be taken or used to supplant, preempt or oppose any rule or regulation or policy being implemented or to be implemented by the Department of Education. The Department of Education exercises primary administrative jurisdiction over the implementation of the Education Act and other relevant laws on education. We strongly suggest that any further query should be directed to the said Department. Very truly yours, (SGD.) VERNETTE UMALI-PACO General Counsel