DOCTRINE: It is elementary that the right against self-incrimination has no

application to juridical persons. While an individual may lawfully refuse to

answer incriminating questions unless protected by an immunity statute, it
does not follow that a corporation, vested with special privileges and
franchises, may refuse to show its hand when charged with an abuse of
such privileges.

CASE: BATAAN SHIPYARD & ENGINEERING CO., INC. (BASECO) vs.

PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT, CHAIRMAN
JOVITO SALONGA, COMMISSIONER MARY CONCEPCION BAUTISTA,
COMMISSIONER RAMON DIAZ, COMMISSIONER RAUL R. DAZA,
COMMISSIONER QUINTIN S. DOROMAL, CAPT. JORGE B. SIACUNCO,
et al., G.R. No. 75885 May 27, 1987 NARVASA, J.:

FACTS: PCGG Commissioner Bautista issued a sequestration order

issued on directing the sequestration of several companies including the
Bataan Shipyard and Engineering Co., Inc. (Engineering Island Shipyard
and Mariveles Shipyard). On the strength of the said sequestration order,
Mr. Jose M. Balde, acting for the PCGG, addressed a letter dated April 18,
1986 to the President and other officers of petitioner firm, reiterating an
earlier request for the production of corporate records.

BASECO describes itself in its petition as "a shiprepair and shipbuilding

company incorporated as a domestic private corporation by a consortium of
Filipino shipowners and shipping executives. Barely six months after its
incorporation, BASECO acquired from National Shipyard & Steel
Corporation, or NASSCO, a government-owned or controlled corporation,
the latter's shipyard at Mariveles, Bataan, known as the Bataan National
Shipyard (BNS), and — except for NASSCO's Engineer Island Shops and
certain equipment of the BNS, consigned for future negotiation — all its
structures, buildings, shops, quarters, houses, plants, equipment and
facilities, in stock or in transit at the price of P52,000,000.00.
Unaccountably, the price of P52,000,000.00 was reduced by more than
one-half, to P24,311,550.00, about eight (8) months later. The agreement
bore, at the top right corner of the first page, the word "APPROVED" in the
handwriting of President Marcos, followed by his usual full signature. On
October 1, 1974, BASECO acquired three hundred (300) hectares of land
in Mariveles from the Export Processing Zone Authority for the price of
P10,047,940.00 of which, as set out in the document of sale,
P2,000.000.00 was paid upon its execution, and the balance stipulated to
be payable in installments.  Some nine months afterwards, BASECO, again
with the intervention of President Marcos, acquired ownership of the rest of
the assets of NASSCO which had not been included in the first two (2)
purchase documents.

It cannot therefore be gainsaid that, in the context of the proceedings at

bar, the actuality of the control by President Marcos of BASECO has been
sufficiently shown. Other evidence submitted to the Court by the Solicitor
General proves that President Marcos not only exercised control over
BASECO, but also that he actually owns well nigh one hundred percent of
its outstanding stock.

Now, the Solicitor General has drawn the Court's attention to the intriguing
circumstance that found in Malacanang shortly after the sudden flight of
President Marcos, were certificates corresponding to more than ninety-five
percent (95%) of all the outstanding shares of stock of BASECO, endorsed
in blank, together with deeds of assignment of practically all the
outstanding shares of stock of the three (3) corporations above mentioned
(which hold 95.82% of all BASECO stock), signed by the owners thereof
although not notarized. 

In the light of the affirmative showing by the Government that, prima

facie at least, the stockholders and directors of BASECO as of April,
1986 were mere "dummies," nominees or alter egos of President Marcos;
at any rate, that they are no longer owners of any shares of stock in the
corporation, the conclusion cannot be avoided that said stockholders and
directors have no basis and no standing whatever to cause the filing and
prosecution of the instant proceeding; and to grant relief to BASECO, as
prayed for in the petition, would in effect be to restore the assets, properties
and business sequestered and taken over by the PCGG to persons who
are "dummies," nominees or alter egos of the former president.

BASECO contends that its right against self incrimination and

unreasonable searches and seizures had been transgressed by the Order
of April 18, 1986 which required it "to produce corporate records from 1973
to 1986 under pain of contempt of the Commission if it fails to do so." The
order was issued upon the authority of Section 3 (e) of Executive Order No.
1, treating of the PCGG's power to "issue subpoenas requiring the
production of such books, papers, contracts, records, statements of
accounts and other documents as may be material to the investigation
conducted by the Commission, " and paragraph (3), Executive Order No. 2
dealing with its power to "require all persons in the Philippines holding
(alleged "ill-gotten") assets or properties, whether located in the Philippines
or abroad, in their names as nominees, agents or trustees, to make full
disclosure of the same." The contention lacks merit.

ISSUE: Whether BASECO may validly invoke its right against self-
incrimination.

HELD: No. It is elementary that the right against self-incrimination has no

application to juridical persons. While an individual may lawfully refuse to
answer incriminating questions unless protected by an immunity statute, it
does not follow that a corporation, vested with special privileges and
franchises, may refuse to show its hand when charged with an abuse of
such privileges.

Corporations are not entitled to all of the constitutional protections which

private individuals have. They are not at all within the privilege against self-
incrimination, although this court more than once has said that the privilege
runs very closely with the 4th Amendment's Search and Seizure
provisions. It is also settled that an officer of the company cannot refuse to
produce its records in its possession upon the plea that they will either
incriminate him or may incriminate it."

The corporation is a creature of the state. It is presumed to be incorporated

for the benefit of the public. It received certain special privileges and
franchises, and holds them subject to the laws of the state and the
limitations of its charter. Its powers are limited by law. It can make no
contract not authorized by its charter. Its rights to act as a corporation are
only preserved to it so long as it obeys the laws of its creation. There is a
reserve right in the legislature to investigate its contracts and find out
whether it has exceeded its powers. It would be a strange anomaly to hold
that a state, having chartered a corporation to make use of certain
franchises, could not, in the exercise of sovereignty, inquire how these
franchises had been employed, and whether they had been abused, and
demand the production of the corporate books and papers for that purpose.
The defense amounts to this, that an officer of the corporation which is
charged with a criminal violation of the statute may plead the criminality of
such corporation as a refusal to produce its books. To state this proposition
is to answer it. While an individual may lawfully refuse to answer
incriminating questions unless protected by an immunity statute, it does not
follow that a corporation, vested with special privileges and franchises may
refuse to show its hand when charged with an abuse of such privileges. 

The constitutional safeguard against unreasonable searches and seizures

finds no application to the case at bar either. There has been no search
undertaken by any agent or representative of the PCGG, and of course no
seizure on the occasion thereof.

WHEREFORE, the petition is dismissed.