Corporate powers can be express or implied

A CORPORATION is a juridical entity. It exists by virtue of law. Its powers are also conferred by law. As a general rule, no corporation should possess or exercise corporate powers other than those expressly conferred by its articles of incorporation (AOI) or the Revised Corporation Code (RCC). However, it may exercise powers necessary or incidental to its express powers (Section 44, RCC).

There are two classes of corporate powers. Express powers are those expressly authorized by the RCC or the corporation's charter. Second is incidental or implied powers or those necessary to a corporation's existence or to carry out express powers. If a corporation exercises an act that does not fall under these two, the act will be considered ultra vires. Ultra vires acts are voidable but may become binding and enforceable when ratified by stockholders.