NEW INTERNATIONAL POLICE COMMISSION PHILIPPINE COMMAND ASSOCIATION INC. [formerly: INTERNATIONAL POLICE COMMISSION PHILIPPINE COMMAND ASSOCIATION INC. originally IPC-INT’L POLICE COMMISSION (PHIL.COMMAND) ASSOCIATION, INC.]
ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT In the Matter of: For Revocation of Certificate of Incorporation for violation of Section 44 of the Revised Corporation Code of the Philippines (R.A. 11232) and Section 6 i (2) of Presidential Decree No. 902-A for serious misrepresentation as to what the corporation can do to the great prejudice of or damage to the general public and Section 5(1)(m) of the Securities Regulation Code (SRC) NEW INTERNATIONAL POLICE COMMISSION PHILIPPINE COMMAND ASSOCIATION INC. [formerly: INTERNATIONAL POLICE COMMISSION PHILIPPINE COMMAND ASSOCIATION INC. originally IPC-INT’L POLICE COMMISSION (PHIL.COMMAND) ASSOCIATION, INC.] x--------------------------------------------x ORDER OF REVOCATION This refers to NEW INTERNATIONAL POLICE COMMISSION PHILIPPINE COMMAND ASSOCIATION INC. 1 (NIPCA for brevity), a non-stock corporation registered with the Commission on 21 June 2011 under Company Reg. No. CN201105715 and with registered principal office address at BHCC Compound Lambigan Street, Brgy. San Guillermo, Morong, Rizal.2 The primary purpose of NIPCA is quoted, as follows: 1 as amended on 13 March 2019. Formerly: International Police Commission Philippine Command Association Inc. originally Ipc-Int’l Police Commission (Phil.Command) Association, Inc. 2 See Note 1. Its former principal address is at B201 L11 Maricel St., Pembo, Makati City. Page 1 “The specific purpose of the corporation is to establish a non-government organization to create a united front deal with private and government entities on the problems affecting human rights, economics and social plight of the people in the Philippines and guided by the laws of nature, and respect for the dignity of man, members of various professions, civic and businessmen/women, retired and active peace officers of the law, soldier and professions. To coordinate with the local law enforcement agencies in its campaign against terrorism, drug abuse prevention and control, help prevent and control all types of graft and corruption and other organized crimes (covert). Funding of the organization will generally come from the general membership fees, donations and solicitations with grants either local, national and international as the case co warrants. (sic)” On 3 November 2020, the Commission received a letter from the Philippine Center on Transnational Crime (PCTC), INTERPOL National Central Bureau Manila (NCB- Interpol Manila), reporting to the Commission that a group of private organizations/entities using “INTERPOL” as part of their organizations or corporate names are not in any way connected with and much less, deputized by NCB-Interpol Manila, pursuant to Executive Order No. 100 s. 1999 (Strengthening the Operational, Administrative and Information Support System of the Philippine Center on Transnational Crime). According to PCTC, it has received information that said groups have been recruiting members from various sectors of society enticing them with salaries and benefits, and privileges such as issuance of identification cards, badges and grant of police and military ranks upon payment of certain amount as membership fee. On 31 August 2021, the Commission issued an Advisory against Paramilitary/PseudoLaw Enforcement Civic-Oriented Organizations-Associations. 3 In said Advisory, the Commission informed the public that: “The Certificate of Registration as a corporation does not grant a license or authority to conduct these paramilitary activities without the approval from the relevant government agencies. These entities or functions are outside the scope that can be conferred by the Revised Corporation Code of the Philippines or by the Commission, nor can their paramilitary/law-enforcement activities can be considered as incidental to or part of their express powers as a corporation. Further, the certificate of registration issued by the Commission cannot confer rights or authority to use the name and logo of the United Nations, Interpol and other international organizations. The use thereof is subject to the consent/authority of these international organizations. Neither can the certificate of incorporation be used to create another form of government, state, or international organization. 3 https://www.sec.gov.ph/advisories-2021/paramilitary-pseudo-law-enforcement-civic-oriented- organizationsassociations/ Considering that these acts and practices blatantly constitutes misrepresentation and could advance fraudulent purposes or can be reasonably expected to cause significant, imminent, and irreparable danger or injury to public safety and welfare, the public is hereby warned that the Commission shall not tolerate the use of the corporate vehicle in proliferating these kinds of paramilitary activities/scheme. The Commission shall not hesitate to impose corresponding penalties under the Revised Corporation Code for violations committed by these corporations, without prejudice to liabilities individuals representing these corporations/entities may face for violations of the Revised Penal Code of the Philippines.” Based on investigation, it appears that NIPCA is conducting the following activities: 1. Appropriation of military ranks to engage in activities or undertakings pertaining to the functions/mandates of the PNP, AFP, INTERPOL, UNITED NATIONS (UN) and its affiliate without any authority/deputation from these law enforcement agencies and international organizations; 2. The use of an unregistered trade name “International Police” and “Philippine Command” among others. Page 3 3. For using the name INTERPOL or “INTERNATIONAL POLICE” without the consent, authority or deputization from the Philippine Center on Transnational Crime (PCTC), Interpol National Central Bureau (NCB-Interpol Manila) pursuant to Executive Order No. 100 s. 1999 (Strengthening the Operational, Administrative and Information Support System of the Philippine Center on Transnational Crime). 4. For violation of SEC Memorandum Circular No. 13, series of 2019 or the Amended Guidelines and Procedure on the Use of Corporate and Partnership Names, which provides that the following words or phrase cannot be used in corporate or partnership names such as among others: 1. The name of an international organization such as International Criminal Police Organization (INTERPOL) unless when duly authorized or allowed by the Commission. On 7 April 2022, the Commission issued a SHOW-CAUSE ORDER directing NIPCA and its Board of Trustees to show cause in writing why its Certificate of Incorporation should not be revoked pursuant to Section 6 (i) (2) of Presidential Decree No. 902-A for serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public. The Show Cause Order further informed NIPCA that its identified activities or functions are outside the scope that can be conferred by the Revised Corporation Code of the Philippines (Republic Act No. 11232) or by the Commission, nor can these paramilitary/law-enforcement activities be considered as incidental or part of its express powers as corporations. The Department tried to personally serve the Show-Cause Order on 8 April 2022 at its principal address as reflected on its Amended AOI which is at BHCC Compound Lambigan Street, Brgy. San Guillermo, Morong, Rizal. However, it appears that NEW INTERNATIONAL POLICE COMMISSION PHILIPPINE COMMAND ASSOCIATION INC. and the BHCC Compound are non-existent in Barangay San Guillermo.4 The Show-Cause 4 Based on the Certification dated 8 April 20222 issued by the Barangay of San Guillermo. Order was then received by the Barangay Secretary of Barangay San Guillermo, Municipality of Morong, Rizal. On 18 April 2022, the Department received a document dated 14 April 2022 entitled “ANSWER TO SHOW CAUSE ORDER JUST RECEIVED 12 April 2022” of NIPCA signed by Atty. (MGen.) Narzal B. Mallares and Bishop General Lucrecio G. Pingkian, ThD., HPLA, President/Chairman of the Board and CEO Global Supreme Commanding General, NIPCA. Accordingly, the factual backdrop of this case having been laid, we now resolve the instant proceedings on the basis of available evidence. Preliminarily, it must be noted that like every SEC registered corporation such as NIPCA, a corporation is only allowed to exercise powers inherent to its corporate existence as provided in the Revised Corporation Code of the Philippine and those conferred in its Articles of Incorporation (AOI). In other words, what a corporation can do is necessarily circumscribed by its primary purpose clause in its AOI. In an opinion,5 the Commission pronounced that: “It is the corporation’s primary purpose clause which confers, as well as limits, the powers which a corporation may exercise and the character of a corporation is usually determined by the objects of its formation and the nature of its business as stated in the articles. The primary purpose of the corporation, as stated in its articles of incorporation, is the first business to be undertaken by the corporation. Hence, the primary purpose determines its classification.” Thus, the purpose stated in the Articles of Incorporation need not set out with particularity the multitude of activities in which the corporation may engage. The effect of broad purposes or objects is to confer wide discretionary authority upon the directors and management of the corporation as to the kinds of business in which it may engage. However, dealings which are entirely irrelevant to the purposes are unauthorized and called ultra vires. The purpose clause of the articles of incorporation indicates the extent as well as the limitations of the powers which a corporation may exercise. Under Section 6 of Presidential Decree 902-A, the Commission has the power to suspend, or revoke, after proper notice and hearing, the franchise of certificate of registration or corporations, partnerships and associations, on the ground of serious misrepresentations as to what the corporation can do or is doing to the great prejudice of or damage to the general public. Likewise, Section 5.1 (m) of the SRC and Section 179 (j) of the RCCP empower the Commission to revoke the franchise or Certificate of Incorporation/registration of corporations registered with it. 5 SEC-OGC Opinion No. 11-33 dated 29 July 2011 addressed to Mr. Jesus B. Lapuz. Page 5 Under the 2016 Rules of Procedure of the Securities and Exchange Commission, the EIPD shall exercise authority over persons and entities, whether under the primary authority of other Operating Departments, involved in the following: xxx ”1. Investigations and administrative actions involving the following: c) Selling, offering or transacting unregistered securities by entities without secondary license; d) ultra vires acts committed in violation of the Corporation Code; 2. Petitions for revocation6 of corporate registration in all cases, except those which fall under the original authority of CRMD; 3. Administrative actions for fraudulent transactions involving securities; 4. Administrative actions for all other violations under PD 902-A, except those cases which fall under the original authority of other Operating Departments; and 5. All other matters involving investor protection filed by the public, referred by self-regulatory organizations, or referred by other Operating Departments after initial evaluation or findings that there is a possible violation of laws, rules or regulations that the Commission implements but do not fall under their respective original authority.” Further, SEC Admin Case No. 11-10-124 entitled In re: PHILBIO Renewable Energy Resources Corp., promulgated on 27 April 2016 provides what constitutes serious misrepresentation, to wit: “From the foregoing, it is indubitable that PHILBIO misrepresented itself to the public that it can solicit investments despite the fact that it is not one of the purposes of the corporation. Worse, it does not have a license to offer/sell securities. PHILBIO operates an investment-taking scheme which is therefore considered an ultra vires act. These constitute serious misrepresentation as to what the corporation can do or doing to the great prejudice to the general public.” In the case at bar, the Department was tasked to carefully determine whether or not NIPCA has committed serious misrepresentation as to what it can do or is doing to the great prejudice of or damage to the general public, on the basis of available evidence presented. 6 Revocation refers to involuntary dissolution of corporate registration pursuant to Section 138 of the Revised Corporation Code. In the determining the issue, the primary purpose of NIPCA per its Articles of Incorporation is reiterated herein as follows: “The specific purpose of the corporation is to establish a non-government organization to create a united front deal with private and government entities on the problems affecting human rights, economics and social plight of the people in the Philippines and guided by the laws of nature, and respect for the dignity of man, members of various professions, civic and businessmen/women, retired and active peace officers of the law, soldier and professions. To coordinate with the local law enforcement agencies in its campaign against terrorism, drug abuse prevention and control, help prevent and control all types of graft and corruption and other organized crimes (covert). Funding of the organization will generally come from the general membership fees, donations and solicitations with grants either local, national and international as the case co warrants.” Corollary to the Articles of Incorporation is the Certificate of Incorporation issued by the Commission which states that such certificate does not constitute an authority to undertake activities for which other government agencies require a license or permit, to wit: “This Certificate grants juridical personality to the corporation but does not authorize it to undertake business activities requiring a Secondary License from this Commission such as, but not limited to acting as: broker or dealer in securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity/financial futures exchange/broker/merchant, financing company, pre-need plan issuer, general agent in pre-need plans and time shares/club shares/membership certificates issuers or selling agents thereof. Neither does this Certificate constitute as permit to undertake activities for which other government agencies require a license or permit.” (Underscoring ours) In its Answer to the Show-Cause Order, NIPCA prayed that it “must not be revoked for the good reason that the activities of it are good for the beneficial of the general public and there is no serious offense and cogent reason for the revocation.” Based on the above-mentioned grounds, the Department will conscientiously address the issues raised in the Answer of NIPCA. As mentioned above, the primary purpose of NIPCA is bereft of any indicia that allows it to appropriate military ranks to engage in activities or undertakings pertaining to the functions/mandates of the PNP, AFP, INTERPOL, UNITED NATIONS (UN) and its affiliate with any authority/deputation from these law enforcement agencies and international organizations. Page 7 Further, NIPCA failed to provide any evidence that would warrant any logical relation of the conferment of the act (military rank) to the corporate purpose (i.e., 1. creation of a non-government organization; 2. to create a unified front deal with private and government entities on problems mentioned in the primary purpose; and 3. coordination with the local law enforcement agencies and to receive funding). These activities do not have any direct and immediate furtherance of the corporation’s activities, nor is it fairly incident to the express powers nor reasonably necessary to their exercise. Thus, to justify the appropriation of military ranks in its activities, NIPCA mentioned in its Answer that it was endorsed beforehand by the Philippine National Police and presented an accreditation issued by the Association of Chiefs of Police of the Philippines (ACCPI), to state: “This is to manifest in answer to the allegations of the above law enforcement agencies here and abroad. This is to inform your Department that before this Association has been approved by the Commission this has been endorsed by the PNP Authorities and continually we are working hand in hand with the PNP in some of their activities and most of all we are Accredited by them through in the Association of Chiefs of Police of the Philippines (ACCPI) signed and approved by its President and Deputy Chief of Administration of the Philippine National Police no other than Police Lt. Gen. Rhodel O. Sermonia, active PNP General. x x x.” (Emphasis ours) For the information of NIPCA, to consider the activities within the primary purpose of a corporation, the Commission requires accreditation or license or permit to operate from the concerned government agencies and not a mere endorsement. A certification/endorsement issued by the concerned government agencies is merely a pre- incorporation or amendment requirement.7 As to the issue that it is accredited by the Association of Chiefs of Police of the Philippines (ACCPI), 8 the Department invites NIPCA’s attention to primary purpose of ACPI, viz : 1. “To advance the science and art of police officers. 2. To develop and disseminate improved administrative, technical and operational practices and promote their use in polices work. 3. To encourage adherence of all police officers to high professional standard of performance and conduct.” Examination of the primary purpose of ACCPI is bereft of any indication that it has authority to accredit organizations in behalf of the Philippine National Police or to authorize organizations it accredits to undertake activities alleged in the Show- Cause Order. 7 To date, endorsement is no longer a pre-incorporation requirement. 8 SEC Registration No. A199905942 issued on 26 April 1999. In asserting its authority, NIPCA even declared that the President of the Philippines “had agreed with the use of military rank” based on the written speech dated 18 December 2018 presented during the special meeting of the Board of Directors, viz: “x x x The President of the Republic of the Philippines had agreed with the use of military ranks of NIPCA/IPC members as he mentioned, bolster your ranks and these ranks was appropriated/strengthened during the special meeting of the Board of Directors of NIPCA held at Nenas Eatery Restaurant last April 6, 2019 located at General Romulo Ave., Araneta Center, Cubao, Quezon City and details of ranks, from Commissioned Officers to non-Commissioned Officers, Insignia, paraphernalia, awards, decorations and commendations were approved by the Board of Directors since the Board were formerly police and military and police forces as mandated from USA California started by General Luciano Reyes Prieto x x x”9 Assuming arguendo that the attached speech in the Answer is valid, please be advised that a mere speech of the President of the Philippines cannot be a source of a legal right which act should be done through administrative acts such as but not limited to presidential decrees and/or executive orders. Based on the totality of the findings of this Department, NIPCA failed provide any evidence that it was duly authorized by any duly constituted authorities such as the Philippine Center on Transnational Crime (PCTC), INTERPOL National Central Bureau Manila (NCB-Interpol Manila) under Executive Order No. 62 dated 15 January 1999, the Armed Forces of the Philippines and the Philippine National Police to conduct such activities despite NIPCA’s avowed purpose “To coordinate with the local law enforcement agencies in its campaign against terrorism, drug abuse prevention and control, help prevent and control all types of graft and corruption and other organized crimes (covert).” Cursory check of its Answer shows further that NIPCA appears to conduct social welfare activities and/or social works: “NIPCA board of Directors and Trustees are bold enough to pursue the activities in implementing the mission/vision of the President like fighting against illegal drugs, crimes, corruption, terrorism, and all forms of illegalities. Aside from these NIPCA are having and on-going humanitarian activities like feeding giving of relief goods, medical dental activities to poor people in some corner of the Philippine Archipelago in helping the PNP, AFP and other law enforcement agencies of the government. The goal and mission/vision of NIPCA is to lift up the government as police and military auxiliaries or Force Multipliers. This is not to compete any existing agencies of the government but to assist them. Our members are mostly Pastors, Lawyers, professionals. Some are retired police and military officers that has an inherent ranks who has the fear of God that before and after the activities 9 No attachment was found in the answer. Page 9 can be implemented there will be preaching, teaching of the words of God as the works of the Chaplains are here are being demonstrated.” Examination of the primary purpose of the NIPCA shows that the conduct of “on- going humanitarian activities like feeding giving of relief goods, medical dental activities to poor people in some corner of the Philippine Archipelago in helping the PNP, AFP and other law enforcement agencies of the government” do not have any direct and immediate furtherance of the NIPCA’s activities, nor is it fairly incident to the express powers nor reasonably necessary to their exercise. Pursuant to the request of the Enforcement and Investor Protection Department as to whether NIPCA acquired any registration, license or accreditation from DSWD to operate or conduct public solicitations and similar activities in accordance with the Revised Omnibus Rules and Regulations on Public Solicitation, the DSWD in its Certification dated 18 October 2021, certified that NIPCA has no record in its SWDA and National Fund Raising Campaign/Public Solicitation databases and therefore has no Registration and License to operate from DSWD. In accordance with DSWD’s Memorandum Circular No. 17 series of 2018 or the “Revised Guidelines Governing the Registration, Licensing of Social Welfare and Development (SWD) Agencies and Accreditation of SWD Programs and Services” which guidelines covers all public and private agencies and organizations engaged or planning to engage in providing direct or indirect SWD programs and services. The subject memorandum provides: “Any private SWDA that intends to engage in SWD activities shall apply for registration with the concerned DSWD office within six (6) months from registration with the Securities (sic) and Exchange Commission (SEC) that gives juridical personality to an agency to operate in the Philippines. While those already engaged in the implementation of SWD programs and services must simultaneously apply for registration and license to operate” Thus, it appears therefore that from the time of its incorporation up to the present, NIPCA has no authority or license to operate as a social welfare and development agency and/or accredited to conduct social works as required under Section 23 of R.A. 1084710 which amended R.A. 157511 and the Republic Act Nos. 4373a or the Social Work Law. 10 An Act Lowering the Age Requirement for Applicants taking the Board Examination for Social Workers, Providing for Continuing Social Work Education, and Upgrading the Sundry Provisions relative to the Practice of Social Work. 11 An Act to Amend Republic Act Numbered Four Thousand Three Hundred Seventy-Three, Entitled “An Act to Regulate the Practice of Social Work and the Operation of Social Work Agencies in the Philippines and for Other Purposes” The Department will now tackle the issue of NIPCA’s use of an unregistered corporate name, namely: “International Police” and “Philippine Command” which is a violation of SEC Memorandum Circular No. 13 series of 2019 or the Amended Guidelines and Procedures on the Use of Corporate and Partnership Names. Relative to this issue is the use of Interpol or its abbreviated name “International Police” without the consent of the Philippine Center on Transnational Crime (PCTC), Interpol in the Show-Cause Order National Central Bureau (NCB-Interpol Manila) pursuant to Executive Order No. 100 s. 1999. It must be emphasized that NIPCA failed to address this issue in its Answer to the Show-Cause Order thus, it is tantamount to a waiver of its opportunity to be heard and to refute the findings therein. Using logos embodying the words “International Police” and “Philippine Command” misleads the unwary public that NIPCA is a subdivision/affiliate of a law enforcement agency or the International Police. To illustrate, other than the wearing of uniforms and badges as shown in the Show Cause Order, NIPCA presented and attached as annexes in its Answer, a board resolution and mission order both with dry seal which image is similar to a police badge. These documents contain the following statements: A. Excerpt of Special Order No. 1 with subject: “Approval and Confirmation of Chairmanship/Appointment”: 1. “Approved and confirmed by the Board of Trustees and Directors of NIPCA (NIPCA) that General Lucrecio G. Pingkian will be the Global Supreme Commanding Genral, New International Police Commission Association, Quezon City, Republic of the Philippines, Philippine Command, the name and Appointment of the rank/grade President/Chairman below shall be read, as follows, in accordance with Authority Directive: Para NIPCA2019- 01 as follows: 2. General Lucrecio G. Pingkian is hereby appointed by the commission effective February 15, 2022 with the designation of Global Supreme Commanding General of the New International Police Commission Association, NIPCA, Philippine Command as Global Chief for Frontliners in Fighting against Covid-19, under the direct supervision of the President of the Republic of the Philippines, his Excellency Rodrigo Roa Duterte in concurrence of the Board of Directors and Trustees of the New International Police Commission Association. By virtue, and power vested in him by the Philippine Constitution General Pingkian is the President/Chairman of the Board and Global Supreme Commanding General of the New International Police Commission Association and the Global Chief for Frontliners effective immediately.” (Emphasis ours) Page 11 B. Excerpt of Mission Order No. 1 dated 15 February 2022: “Mission Order MO. no. 1 TO: General Lucrecio G. Pingkian (HPLA) I. Destination: Philippines To All Nations of the World II. Purpose: To conduct inteligence (sic) survailance (sic) -under cover III III. Duration: from February 15, 2022 to February 15, 2027 To coordinate/support the UN-ECOSOC, DILG-DND, PNP, AFP, CIDG, PDEA, NBI, FBI, OMB, MIAA, and all law enforcement agencies of Member Nations of the United Nations for Peace and Order campaign worldwide. Any assistance that can be extended to the bearer hereof in connection with his/her mission will be highly appreciated. x x x” (Emphasis ours) The totality of the circumstances taken together would show that NIPCA’s activities are outside the limits of its primary purpose and can take advantage of the credulity of the public. As to the use of the United Nation’s name and logo, it claimed that International Police Commission was registered on 28 February 2001 in California, United States of America. According to NIPCA, the International Police Commission was organized by a certain General Luciano Reyes Prieto. However, it appears that as of 26 May 2017 up to present, International Police Commission appears to have a “suspended status” in the State of California.12 Further, verification from the list of non-governmental organizations in consultative status with the Economic and Social Council (UN-ECOSOC) shows an entity under the name “International Police Commission” with “ECOSOC A1-Roster Consultative Status” since 2006.” However, the Department would like to highlight that according to the same UN website the representatives of such entity are Rogelio E. Sanosa, Rafael B. Clarete and Rafael Clarete and not NIPCA. Further, NIPCA did not present any written authority to the use of the name and emblem of the United Nations before this Commission other than its claim that the International Police Commission is an accredited non-governmental organization in consultative status with the United Nations. Please be informed that the United Nations 12 https://bizfileonline.sos.ca.gov/search/business name and logo cannot be used without the United Nation’s written consent and/or authorization.13 Please be informed that these activities or functions are all outside the scope that can be conferred by the Revised Corporation Code of the Philippines (Republic Act No. 11232) or by the Commission. It has come to the attention of the Department that NIPCA used a non-existent principal address, i.e., BHCC Compound Lambigan Street, Brgy. San Guillermo, Morong, Rizal in its Amended Articles of Incorporation approved on 13 March 2019. Section 54.1 (c) of the Securities Regulation gave the Commission an option to suspend or revoke registered corporations for: c) Any registrant or other person has, in a registration statement or in other reports, application, accounts, records or documents required by law or rules to be filed with the Commission, made any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; x x x (Emphasis ours) Taking into consideration the above facts and circumstances and the general denials in the Answer of NIPCA, its continuous operation could advance a fraudulent purpose and can be reasonably expected to cause significant, imminent and irreparable danger or injury to the public safety and welfare and can take advantage of the credulity of the public. Accordingly, incorporation is not a matter of right but a mere privilege granted by the state. The grant being a mere privilege, the state has the continuing interest in the existence of a corporation in a sense that this privilege be maintained only under the conditions of law including compliance with the mandatory requirements for corporations. NIPCA’s Certificate of Registration as a corporation does not grant it a license or authority to conduct paramilitary activities without approval from the relevant government agencies. These activities or functions are outside the scope that can be conferred by the Revised Corporation Code of the Philippines or by the Commission, nor can their paramilitary/law-enforcement activities be considered as incidental to or part of their express powers as a corporation. Further, the certificate of registration issued by this Commission cannot confer rights or authority to use the name and logo of the United Nations, Interpol and other international organizations without their written consent. 13 Guidelines on the use of UN Emblem found at https://www.unvienna.org/uploads/protocol/res/generic- information_html/Guidelines_Use_of_UN_EMBLEM_internal_Oct2013.pdf. Page 13 Considering that these acts and practices blatantly constitutes ultra vires acts and therefore constitute serious misrepresentation that could advance a fraudulent purpose or can be reasonably expected to cause significant, imminent and irreparable danger or injury to the public safety and welfare, the issuance of this ORDER is warranted. Section 44 of the RCCP provides: SEC. 44. Ultra Vires Acts of Corporations. — No corporation shall possess or exercise corporate powers other than those conferred by this Code or by its articles of incorporation and except as necessary or incidental to the exercise of the powers conferred. WHEREFORE, for violation of Section 44 of the Revised Corporation Code of the Philippines (RCC or R.A. 11232) in relation P.D. 902-A and Section 5.1 (m) of the SRC and Section 179 (j) of the RCC, the Certificate of Incorporation and the registration of NEW INTERNATIONAL POLICE COMMISSION PHILIPPINE COMMAND ASSOCIATION INC. [formerly: INTERNATIONAL POLICE COMMISSION PHILIPPINE COMMAND ASSOCIATION INC. originally IPC-INT’L POLICE COMMISSION (PHIL.COMMAND) ASSOCIATION, INC.], as a corporation is hereby REVOKED. Accordingly, let this Order be posted at the SEC website and attached by the Corporate Filing and Records Division of the Company Registration and Monitoring Department (CRMD) to the records of the corporation on file with the Commission. Further, the Information and Communications Technology Department (ICTD) of this Commission is likewise requested to enter the “revoked” status of subject corporation in the online database of the Commission. SO ORDERED Pasay City, 30 May 2022. OLIVER O. LEONARDO Director
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