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Msgr. Jesus O. Senobio

SEC Opinion • Securities and Exchange Commission • Opinions • Sep 15, 1981

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September 15, 1981 Msgr. Jesus O. Senobio Iglesia Catolica National Nueva Vista, Ormoc City Sir : This has reference to your letter dated May 24, 1981, requesting authorization/permit to build the church of the Iglesia Catolica National in Nueva Vista, Ormoc City, which was addressed to the First Lady and referred to this office for action. llcd In connection therewith, please be advised that unless you are incorporated in accordance with the Corporation Code of the Philippines, your association has no legal personality. A verification made on the records on file with this Office disclosed that there is registered with this Office a corporation sole denominated as the "supreme Head and Founder of Iglesia Catolica National, Inc.", and you appear as the general secretary. If you are referring to this particular corporation, you are already vested with legal personality, hence, you are entitled to rights and privileges granted by law or incident to its existence. What you have to do in order to carry out your plan is to secure the necessary permit from the proper government agency charged with the supervision of the project you are going to undertake. The role of the Securities and Exchange Commission in the formation of a corporation is only to vest in them distinct juridical personality. After its due incorporation and the issuance of the corresponding certificate of incorporation by the SEC the corporation commence to exist as a juridical person and it may then enter into contracts and transact business in the name of the corporation. However, if your association desires to acquire independent juridical status from that of the Supreme Head and Founder of Iglesia Catolica National, Inc., and in order that it could claim a juridical personality of its own, you have to register your association in this Office in accordance with the Corporation Code of the Philippines, particularly Section 116 thereof. Under said section, any religious society or religious order, or any diocese, synod or district organization of any religious denomination, sect or church, unless forbidden by the constitution, rules, regulations or discipline of the religious denomination, sect or church, of which it is a part, or by competent authority, may, upon written consent and/or by an affirmative vote at a meeting called for that purpose of two-thirds (2/3) of its membership, incorporate for the administration of its temporalities or for the management of its affairs, properties and estate by filing with the Securities and Exchange Commission, articles of incorporation verified by the affidavit of the presiding elder, secretary, or clerk or other member of such religious society or religious order, or diocese, synod or district organization of the religious denomination, sect or church, setting forth the following: 1. That the religious society or religious order, or diocese, synod, or district organization is a religious organization of some religious denomination, sect or church; 2. That two-thirds (2/3) of its membership have given their consent or have voted to incorporate, at a duly convened meeting of the body; 3. That the incorporation of the religious society or religious order or diocese, synod, or district organization desiring to incorporate is not forbidden by competent authority or by the constitution, rules, regulations or discipline of the religious denomination, sect or church of which it forms a part; 4. That the religious organization desires to incorporate for the administration of its affairs, properties and estate; 5. The place where the principal office of the corporation is to be established and located, which place must be within the Philippines; and 6. The names, nationalities and residences of the trustees elected by the religious society or religious order, or the diocese, synod or district organization to serve for the first year or such other period as may be prescribed by the laws of the religious society or religious order, or of the diocese, synod, or district organization, the board of trustees to be not less than 5 nor more than 15. Likewise, the following supporting papers are required to be submitted together with the Articles of Incorporation: 1. Inventory of the property of the church 2. Statement of articles of faith 3. Letter of undertaking addressed to the Commission signed by at least a majority of the incorporators or by a duly authorized representative to the effect that the association will change its corporate name in the event another person, firm or entity has acquired a prior right to use the same name or one misleading or confusingly similar to it. (3 copies) 4. Modus operandi or a detailed explanation as to how the association shall carry out its objectives signed by at least majority of the incorporators or by a duly authorized representative. 5. Resolution of the Board signed by at least a majority of the Directors or certified under oath by the Secretary, in the following tenor, to wit: "Resolve, that the corporation or association will comply with the SEC requirements for non-stock corporations dated May 24, 1963, in the course of its operations." cdlex 6. List of members of the association containing their manual signatures and attested by the Acting Secretary; if the incorporators are the present members so far, state such fact in writing and further state that the list of additional members who will be admitted in accordance with the By-Laws of the association shall be submitted to the Commission from time to time. 7. Registration data sheet. (Form enclosed) Be informed however, that under existing policies of this Commission the use of corporate name "Iglesia Catolica National, Inc." is no longer allowable as there is a corporation bearing a similar name already registered with this Office, the "Supreme Head and Founder of Iglesia Catolica National, Inc." as mentioned earlier. Finally, the amount of P62.00 should be remitted in postal money order payable to this Commission to cover payment of the filing fee therefor, broken down as follows: Articles of Incorporation P50.00 UP Legal Research Fee 2.00 SEC Bulletin 10.00 _______ TOTAL P62.00 ======= Please be advised accordingly. Very truly yours, (SGD.) CORAZON I. MORANDO Officer-in-Charge Corporate and Legal Department

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