GR L 15429; (December, 1919) (Digest)
G.R. No. L-15429, December 1, 1919
UY SIULIONG, MARIANO LIMJAP, GACU UNG JIENG, EDILBERTO CALIXTO and UY CHO YEE, petitioners, vs. THE DIRECTOR OF COMMERCE AND INDUSTRY, respondent.
FACTS:
The petitioners, who were previously associated as a general mercantile partnership under the name “Siuliong y Cia.,” sought to dissolve the partnership and incorporate a corporation under the name “Siuliong y Compañia, Incorporada.” The corporation’s stated purposes, as per its articles of incorporation, included: (a) purchase, sale, importation, and exportation of domestic and foreign products; (b) discounting promissory notes, bills of exchange, and other negotiable instruments; (c) buying and selling bills of exchange, bonds, stocks, or shares in mercantile and industrial associations, and all classes of mercantile documents; (d) acting as agents for life, marine, and fire insurance companies; (e) purchasing and selling boats and chartering them; and (f) purchasing and selling industrial and mercantile establishments. The respondent Director of Commerce and Industry refused to file and register the articles of incorporation, contending that they authorized the corporation to engage in more than one purpose, including banking and real estate dealings, in violation of the Act of Congress of July 1, 1902. The petitioners, in response, expressly renounced any intention to engage in banking or real estate business under the articles.
ISSUE:
Whether the proposed articles of incorporation for “Siuliong y Compañia, Incorporada” lawfully permit the corporation to engage in business, considering the respondent’s objection that it authorizes multiple purposes, including banking and real estate dealings.
RULING:
The Supreme Court granted the petition for mandamus, directing the respondent to file and register the articles of incorporation and issue the corresponding certificate. The Court held that the corporation’s primary purpose was mercantile business, and all other enumerated activities were merely incidental to this principal objective. The petitioners’ renunciation of any banking or real estate activities eliminated any potential violation of law. The Court further clarified that while it did not decide whether a corporation may be organized for more than one purpose under Philippine law, it recognized that a corporation may engage in incidental businesses necessary for the successful operation of its principal mercantile purpose. The proposed articles contained nothing contrary to Philippine law, and the petitioners were entitled to have them registered.
