Re: Corporate Name; Trade Name

March 29, 2022 SEC-OGC OPINION NO. 22-04 RE: CORPORATE NAME; TRADE NAME The Christian and Missionary Alliance Churches of the Philippines, Inc. (CAMACOP) 2nd Flr., CAMACOP Building, 13 West Capitol Drive, 1603 Pasig City Thru: Atty. Antonio B. Sta. Romana CAMACOP Corporate Counsel Dear Atty. Sta. Romana, This refers to your letter dated 23 June 2021 requesting for confirmation that the trade name "CAMACOP" is "different from and did not amend" the registered corporate name of your religious society "The Christian and Missionary Alliance Churches of the Philippines, Inc." In your letter, you stated that both the trade name and registered corporate name are duly approved by the Securities and Exchange Commission ("SEC"). You attached a copy of the Certificate of Filing of Amended Articles of Incorporation of CAMACOP bearing the corporate name as follows: "THE CHRISTIAN AND MISSIONARY ALLIANCE CHURCHES OF THE PHILIPPINES, INC. Doing business under the name and style of CAMACOP" Based on this, you raised the following queries: 1. "Can the registered corporate name "The Christian and Missionary Alliance Churches of the Philippines, Inc." (without the trade name "CAMACOP") be used in its regular and official transactions with both private and government entities, such as but not limited to opening bank accounts, applying for license to solemnize marriages?" 2. "Can the trade name "CAMACOP" be used independently (without the registered corporate name "The Christian and Missionary Alliance Churches of the Philippines, Inc.") in the conduct of our religious activities, operation(s) whether in papers, labels, posters or other documents and even in our contracts?"; and 3. "Can the registered corporate name "The Christian and Missionary Alliance Churches of the Philippines, Inc." or the Trade Name "CAMACOP" be used interchangeably in the above Nos. 1 & 2?" As to your first query, we answer in the affirmative. A corporation may assume a name other than its legal (corporate) name and carry on business in such assumed (business or trade) name. 1 Item no. 4 of the SEC Memorandum Circular No. 13, Series of 2019 2 or the Amended Guidelines and Procedures on the Use of Corporate and Partnership Names ("SEC MC No. 13, s. 2019") provides: "4. Business or trade name which is different from the corporate or partnership name shall be indicated in the articles of incorporation or partnership. A company may have more than one business or trade name." (Emphasis supplied) In SEC-OGC Opinion No. 11-39 , 3 it was opined that a corporation may still use its corporate name in its regular and official transactions with both private and government entities, and in its official papers and commercial documents since it remains as the "official name of the corporation." Thus, your corporation may use its registered corporate name "The Christian and Missionary Alliance Churches of the Philippines, Inc." without the trade name "CAMACOP" in all its regular and official transactions with both private and government entities as the former remains to be the official name of your corporation. As to your second and third queries, we likewise answer in the affirmative. The business and trade name "CAMACOP" may be used independently without the registered corporate name in the conduct of your religious activities/operations, papers, labels, posters or other documents such as contracts. It is settled that a corporation using an assumed name (business or trade name) in executing a contract is bound just as much as if it had used its proper name (corporate name). 4 Likewise, the corporate name and the trade name of the corporation may be used interchangeably in the conduct of its business. However, there are instances wherein the corporation is mandated to use, issue and/or submit papers reflecting therein not just its business name but also its corporate name. An example is when the corporation files its official papers, such as Financial Statements and the like, with the Commission and other agencies ( e.g. , Bureau of Internal Revenue). 5 Thus, since other regulatory agencies may formulate restrictions or limitations on the use of the business or trade name ( e.g. , whether or not to indicate the corporate name in specific papers), 6 we advise you to check the same with those other agencies. It shall be understood that the foregoing opinion is rendered solely on the basis of the facts, circumstances and documents disclosed/submitted, and should be considered relevant solely to the particular issue raised therein. It shall not be used in the nature of a standing rule binding upon the Commission in other cases or upon the courts whether of similar or dissimilar circumstances. 7 If, upon further inquiry or investigation, it will be disclosed that the facts relied upon are different, this opinion shall be rendered void. Please be guided accordingly. Respectfully yours, (SGD.) ROMUALD C. PADILLA General Counsel Footnotes 1. SEC-OGC Opinion No. 11-39 addressed to Emperador Distillers, Inc. dated September 21, 2011 citing 6 Fletcher Cyc Corp 2442.1 (Perm Ed.). 2. Issued on 21 June 2019. 3. Ibid. , Footnote no. 1. 4. Ibid. , Footnote no. 1. 5. Ibid. , Footnote no. 1. 6. Ibid. , Footnote no. 1. 7. SEC Memorandum Circular No. 15, Series of 2003, No. 7.