Mr. Felix Miano and Miss Perlita Lumibao

May 17, 1985 Mr. Felix Miano and Miss Perlita Lumibao Purok 7A Sta. Rita Olongapo City Sir/Madam: Your letter, dated March 21, 1985, addressed to His Excellency, President Ferdinand E. Marcos, was forwarded to this Commission by the Office of the President for appropriate action. It appears therein that you are the leaders of two groups of petitioners numbering about 400 residents of Olongapo City. You are requesting the assistance of His Excellency, President Ferdinand E. Marcos, in connection with your application for occupancy and cultivation of a parcel of land within the U.S. Naval Reservation, Olongapo City, pursuant to L.O.I. 1258. Allegedly, on January 28, 1985, Regional Land Director, RLO No. 111, Bureau of Land, San Fernando, Pampanga, approved the recommendation of the District Land Officer of Olongapo City for a relocation survey in order to segregate the area you are applying for provided that you shoulder the expenses. You stated that on February 14, 1985, your request for authority was approved by the District Land Officer of Olongapo City, and you were correspondingly assessed the amount of P24,000.00 to cover the payment for the boundary survey. Thus, you were constrained to collect a certain amount from the members of your group. It likewise appears that you have organized yourselves into a non-profit organization in order to achieve your goal of acquiring a parcel of land to occupy and cultivate under L.O.I. 1258. That should it be obligatory for your organization to incorporate under the Corporation Code, you are seeking assistance on this matter. L.O.I. 1258 was issued by the President on July 28, 1982, aimed at re-examining all existing civil and military reservations, among others, in order to ascertain which of these reservations are no longer needed by the agencies concerned or are not being utilized for the purpose or purposes for which the same have been established, and in turn reserving the land for government projects. Said L.O.I. does not speak of the applicants for these lands. Your right, however, to form associations or societies for purposes not contrary to law is guaranteed under Section 8 * , Article IV of the New Philippine Constitution. In this connection, a society or organization which is not engaged in business nd not desirous of acquiring juridical personality need not be registered with this Commission. However, an association, unlike a corporation, is not a juridical person and hence, denied the rights and privileges which are incident only to incorporation. "The principal distinction lies in the fact that a corporation is a legal entity deriving its existence from franchise, whereas, an association in the narrower sense of the term, is a creature of contract without legal personality separate and distinct from the individuals composing it." ( SEC Opinion dated March 24, 1972 ,citing 7 C.J.S. p. 21). Thus, an association cannot sue and be sued, it cannot enter into contracts in the name of the association and neither can it acquire properties under its common name. Contract entered into in its behalf make the persons signing or executing them liable to the other contracting party. It ha been held also that it is not competent to act or create agents or confer upon another authority to act on its behalf, and those who act or purport to act as its representatives or agents do so at their own risk. ( SEC Opinion, Supra , citing Vda. de Salvatierra v. Garlitos et al., L-11442, May 23, 1958). It would seem that your organization is aimed toward the promotion of the social welfare of its members, the attainment of some social values for the advancement of the public good. Thus, should you decide to incorporate your organization as a non-stock corporation, your articles of incorporation, duly executed pursuant to Section 14 of the Corporation Code, together with the other supporting documents as stated in the herein attached "SEC Requirements for non-stock Corporation" should be submitted to this Commission together with the amount of P102.00 as its filing fee. Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .