Archt. Jaime C. Marquez

March 6, 1998 Archt. Jaime C. Marquez Philippine Technological Council PSME Bldg.,19 Sct. Bayoran St.,South Triangle. Quezon City S i r : This refers to your letter dated February 5, 1998 requesting confirmation that (a) Council of Professional Health Associations (COPHA) and (b) Business and Management Council (BMG) are not registered with the SEC and inquiring as to the legal implication of their existence and operations without the necessary corporate legal personality. The verification/certification by the Records Division of this Commission issued to you on February 19, 1998 clearly showed that the above-mentioned entities are not registered with the Commission. Regarding the issue on the legal implication of their existence without having been registered with the SEC, please be advised that an association which is not engaged in a business for profit and is not desirous of acquiring a " juridical personality " distinct and separate from the members need not be registered with the Securities and Exchange Commission. The Corporation Code does not require a non-profit association or organization to be registered as a corporation, but it may do so in order to acquire a legal personality. It is only through incorporation/registration under the Corporation Code that it can acquire a juridical personality to enable it to exercise the corporate powers, rights and privileges expressly granted under the Corporation Code to registered corporations. However, even if " unregistered ",the members of an association or organization, by " agreement ",may perform acts not contrary to law, morals, good customs, public order or public policy. But since the status of unregistered association is only that of an ordinary organization which has no juridical personality, the members themselves can be held personally liable for their acts, not the association. Please be advised accordingly. Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department