Atty. Teresita R. Sanchez M.D.

August 4, 1993 Atty. Teresita R. Sanchez M.D. Sanchez, Pacheo and Associates Law Office Rm. 205 Florama Bldg. Buendia cor. Bautista Makati, Metro Manila M a d a m : This refers to your letter of July 27, 1993 requesting opinion whether the Makati Medical Society can be incorporated under the following circumstances: The Makati Medical Society (MMS) is a component chapter under the mother society, the Philippine Medical Association (PMA).As such, it has no legal personality of its own since only the mother society, the PMA has been incorporated. The Makati Medical Society, however, would like to be incorporated in order to protect the interest of its members and of its properties. There seems to be no provision in the PMA By-laws disallowing this. The MMS would like to retain the same name, Makati Medical Society, Inc..This you feel would not be contrary to the provision against the use of similar names inasmuch as the MMS under PMA is not a legal entity but only a chapter component of PMA. Your query is, whether there is no legal impediment for MMS to be incorporated using the name, Makati Medical Society, Inc. A component chapter need not be registered separately from a mother association. However, if the former wants to have a separate and distinct juridical personality from that of the latter, it has to be incorporated and registered in accordance with the Corporation Code so that it can acquire an independent juridical status. On the matter of use of corporate name, Section 18 of the Corporation Code establishes the general rule that no two identical or similar corporate names shall be allowed. If a corporation or any entity has already acquired a prior right to the use of a certain corporate/business name registered and protected under an existing law, the Commission pursuant to said provision and having due notice of such prior right, shall refuse the registration of any other corporation bearing similar name, unless there is a written consent given by the earlier registered corporation. Thus, in the absence of an existing registered corporation having the same or similar name with that of Makati Medical Society, the same can be incorporated and registered with the Commission pursuant to the provisions of the Corporation Code. llcd Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman