Mr. Mencio C. Galang

February 14, 1997 Mr. Mencio C. Galang B-57 L-42 Misa de Gallo, Lagro Quezon City S i r : This refers to your letter dated January 9, 1997 requesting favorable action on the Articles of Incorporation of the proposed corporation sole, " The Presiding Pastor of the Makadati Christian Emancipation Church " claiming that "Makadati",the religious group of church to be administered need not be registered prior to the registration of the corporation sole. prcd The Corporation Code provides: "SECTION 110. Corporation Sole . For purposes of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church a corporation sole may be formed by the chief, archbishop, bishop, priest, minister, rabbi or other presiding elder of such religious denomination sect or church." (Emphasis provided) "SECTION 111. Articles of Incorporation . In order to become a corporation sole, the chief archbishop, bishop, priest, minister, rabbi or presiding elder of any religious denomination, sect or church must file with the Securities and Exchange Commission articles of incorporation setting forth the following: 1. That he is the chief archbishop, bishop, priest, minister, rabbi or presiding elder of his religious denomination, sect or church and that he desires to become a corporation sole. 2. That the rules, regulations and discipline of his religious denomination, sect or church are not inconsistent with his becoming a corporation sole and do not forbid it. 3. That as such chief archbishop, bishop, priest, minister, rabbi or presiding leader, he is charged with the administration of the temporalities and the management of the affairs, estate and properties of his religious denomination, sect or church within his territorial jurisdiction, describing such territorial jurisdiction . 4. The manner in which any vacancy occurring in the office of chief archbishop, bishop, priest, minister, rabbi or presiding elder is required to be filled, according to the rules, regulations or discipline of the religious denomination, sect or church to which he belongs ;and ..." (Emphasis provided) It is quite clear from the underlined phrases in the above-cited provisions that a corporation sole can be formed only if there is an existing religious denomination, sect or church to be administered and managed. Accordingly, while the Corporation Code does not require such religious denomination, sect or church to be registered with the SEC, it is necessary to establish the existence thereof before allowing the corporation sole to be registered. Thus, the following should be submitted in order to establish the existence of the religious denomination, sect, or church to be administered and managed by the above-mentioned applicant corporation sole: 1. Copy of the certificate of election or letter of appointment from the members of the religious denomination, sect or church to be administered and managed duly notarized before a notary public. 2. Description of the territorial jurisdiction. 3. Copy of the statement of faith/rules, regulations and discipline of the religious denomination, sect or church setting forth, among others, the manner of election/appointment of the corporation sole and the manner of filling up of the vacancy occurring in said office. Pending compliance with the foregoing, action on your papers will be held in abeyance. prcd Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman