. . . . . . .·-=~~-::z '====1~=~ ===>=~=~!:'"==-="--~-=-=-~~~-====-=~ (c) Processes to enable the remediation of any adverse human rights impacts they cause or to which they contribute. 50 In order to further contextualize the UNGP, a review of the relevant laws on business enterprises and precedents in the Philippines is made and presented herein. In particular, they are applicable to agribusiness companies as well. According to the Corporation Code (Batas Pambansa Big. 68, Sec. 2), a corporation is as an "artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence." Philippine law allows corporations to both demand rights under domestic laws and, on the other hand, make them the objects of liabilities thereunder. For example, juridical persons are also entitled to the constitutional guarantee against unreasonable searches and seizures. The Supreme Court gave this pronouncement:51 "A corporation is, after all, but an association of individuals under an assumed name and with a distinct legal entity. In organizing itself as a collective body it waives no constitutional immunities appropriate for such body. Its property cannot be taken without compensation. It can only be proceeded against by due process of law, and is protected, under the 14th amendment,S2 against unlawful discrimination." This point is being raised in order to show that it would seem Philippine law treats artificial persons, like corporations and partnerships, as rights-holders also. 53 They are after all comprised of human persons who have inherent and inalienable rights. As shown earlier, agrarian reform beneficiaries may form themselves into juridical entities, since in organizing a stock corporation, the Corporation Code did not require any minimum amount of authorized capital stocks. Instead, Section 13 thereof only provides that the paid-up capital shall be no less than Five Thousand Pesos (PS,OOO.OO). It must be noted that corporations in the Philippines come into being not merely by contractual relations among individuals. The theory of concession54 in corporate law provides that a corporation cannot become as such by mere consent of the parties. There must be a law granting it an existence, and once granted, forms the primary franchise of the corporation. We now refer to the two types of franchise in Philippine corporate law: the primary or corporate franchise, and the secondary or special franchise. 55 Primary franchise is the right granted to individuals by the state to be and act as a corporation after its incorporation. On the other hand, secondary franchise is conferred by the state upon the corporation after its incorporation and not upon the individuals who compose it. This system of franchises shows that the state is ultimately responsible to ensure that corporations respect human rights, because corporations are creatures of the state. As such, the UNGP provides that in meeting their duty to protect, states should ensure that laws and policies governing the creation and ongoing operation of business enterprises, such as corporate law, do not constrain but enable business respect for human rights. 56 50 51 52 53 Principle 15 of the UNGP Bache & Co. (Phil.), Inc. v. Ruiz, 37 SCRA 823 (1971) Equal Protection Clause under the United States Constitution adopted on July 9, 1868 Under prevailing jurisprudence in the Philippines, corporations could be awarded with moral damages arising from libel that falls under Article 2219(7) of the Civil Code, which expressly authorizes the recovery of moral damages in cases of libel, slander or any other form of defamation, and does not qualify whether the plaintiff is a natural or juridical person. Therefore, a juridical person can validly complain for libel or any other form of defamation and claim for moral damages. (Filipinas Broadcasting Network, Inc. vs. Ago Medical and Educational Center-Bicol Christian College of Medicine, G.R. No. 141994, January 17, 2005) 54 Villanueva, C.L. (2010). Philippine Corporate Law. Quezon City: Rex Printing Company, Inc. 55 De Leon, H.S. & De Leon, Jr. H.S. (2006). The Corporation Code of the Philippines Annotated. Quezon City: Rex Printing Company, Inc. 56 Principle 3 (b) ofthe UNGP 28