Atty. Victor P. Villanueva

July 6, 1981 Atty. Victor P. Villanueva Banco Filipino Plaza Cervantes, Manila Dear Atty. Villanueva : This refers to your letter dated May 29, 1981 requesting opinion relative to the Articles of Incorporation of ASILO DE CLERIGOS FILIPINOS, INC.,a duly registered non-stock religious corporation, providing as follows: llcd "a. To own, acquire or lease any real estate, properties or any temporalities which the corporation may need for the purposes the said corporation may desire; b. ... f. To secure loans or any form of credit accommodations which the corporation may need or desire in connection with the business, from any private individual or from any private or government banking institutions in the Philippines or abroad; g. To do and perform any and all such acts necessary to carry out the above purposes." In connection with purpose (a) of the abovequoted Articles of Incorporation, you wish to be informed if the previous legal opinion rendered by this Commission in a query sent by Mr. Vencer, Jr. dated February 28, 1974 still holds true in view of the subsequent enactment of Batas Pambansa Blg. 68, otherwise known as the Corporation Code of the Philippines approved May 1, 1980. It was ruled therein that the local churches which are bona fide members of the Christian missionary Alliance Church of the Philippines, Inc. cannot validly acquire properties in their own name, unless they are incorporated as "non-stock, non-profit associations and provide in their Articles of Incorporation the purpose among others the right to purchase or acquire properties for the exclusive use of the corporation." The pertinent provision of the Corporation Code states as follows: "SECTION 36. Corporate powers and capacity. Every corporation incorporated under this Code has the power and capacity: 1. ... 7. To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and personal property ...." Accordingly, in order that an entity, company or association may legally exercise the abovequoted power, it has to be incorporated in accordance with the provisions of the Code. It was also made clear by the lawmakers that such express powers need not be enumerated or indicated in the actual articles of incorporation but is deemed vested in any corporation organized under the Code. LexLib Anent your second query, it may be gleaned from the aforecited provision of your charter that said corporation is expressly authorized to secure loans or borrow money in pursuance of its purposes or in furtherance of its objectives. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department