Mr. Juan A. Ona

November 9, 1982 Mr. Juan A. Ona Assistant Minister for Cultural Affairs and Information Ministry of Foreign Affairs Manila Sir : This has reference to your letter dated October 18, 1982, requesting opinion as to whether the "Malaysian Students' Association" needs to be registered with the Securities and Exchange Commission. A society or association not engaged in business and not desirous of acquiring juridical personality need not be registered with this Office. However, if it is not registered as a corporation, it cannot maintain any bank account under its name, since banking practice requires the submission of the articles of incorporation duly approved by this Commission. While it can keep books of accounts and records as a measure of expediency and convenience, it cannot issue official receipts without registering the same with the Bureau of Internal Revenue. It would not be exempted from taxation for donations, since Section 112 of the Internal Revenue Code specifically provides that a non-stock entity must be duly incorporated to claim tax exemption. On the other hand, if it is registered as a corporation, the association shall possess the right of succession and the powers, attributes and properties expressly provided for by law or incident to its existence. (Section 2 of the Corporation Code) Likewise, "the association upon its incorporation is entitled to immunity against unreasonable searches and seizures. A corporation is, after all, but an association of individuals under an assumed name and with a distinct legal entity. In organizing itself as a collective body, it waives no constitutional immunities appropriate to such body. Its property cannot be taken without compensation. It can duly be proceeded against by due process of law, and is protected against unlawful discrimination." (Bache & Co. (Phil) vs. Ruiz, GR No. L-32409, February 27, 1971) cdlex Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner