Mr. Ernesto C. Yepez

May 10, 1982 Mr. Ernesto C. Yepez 762 Valdes St., Sampaloc, Manila Sir : This has reference to your letter dated March 2, 1982, requesting confirmation, clarification and/or opinion of this Commission on the queries posed therein. The answers thereto are given in the order in which they were presented. llcd In answer to your first query, the records of this Commission show that the MANGGA AVENUE TRICYCLE OPERATORS AND DRIVERS ASSOCIATION, INC., (MATODA) is a non-stock corporation registered on May 16, 1980, under registration No. 92917; and that subject corporation has never filed its by-laws up to the present, thereby implying the fact that the corporation has not been formally organized to date. Please note that Sec. 46 of the Corporation Code of the Philippines provides in part: "That every Corporation formed under this Code, must within one (1) month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission, adopt a Code of By-Laws for its government not inconsistent with this Code. . . ." This deficiency however, cannot automatically cause the dissolution of the corporation considering the fact that subject corporation has commenced the transaction of its business or the construction of its work with the reglementary period of two (2) years from the date of its incorporation on May 16, 1980. Thus, Section 22 provides in part as follows: "If a corporation does not formally organized and commence the transaction of its works within two years from the date of its incorporation shall be deemed dissolved . . ." In short in order that a corporation may be ipso facto dissolved, two elements must concur: (a) failure to formally organized, and (b) failure to commence the transactions of its business or the construction of its work within two years from the date of incorporation. It can be presumed from the allegations on your letter that although it has not been formally organized by its failure to file a by-laws subject corporation has at least been active as far as membership participation is concerned. Hence, subject corporation is still an existing registered corporation. But if such deficiency will not be corrected. The commission may in the future motu proprio initiate dissolution proceeding for failure to file by-laws and violation of the rules and regulations of the Commission relevant thereto. With reference to your second query, considering that subject corporation has no by-laws to govern the collection of the dues from its members and coupled with the fact that such collection has not been authorized in writing accordingly, the collection of dues from its members may be considered illegal. As to your third query, whether or not personal safekeeping of collected dues or funds by an officer of a duly registered organization is within the guidance of the Commission, please be informed that once a corporation is registered, with the Commission, it acquires juridical personality, and all contracts, transactions, business and funds shall be placed in the name of the Corporation, not in the name of the Corporation, not in the name of any officers thereof. Personal safe-keeping of funds is therefore not allowed if the same are not placed in the name of the name corporation. cdlex With reference to your last query regarding MATODA's alleged route authorization and power of apprehension, we regret to inform you that this Commission hereby refrains from making any comments and/or clarifications thereto. Please communicate your query to other governmental agencies like the Bureau of Land and Transportation (BLT) or Board of Transaction (BOT). Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner