Ms. Erminda C. Cruz, Ed. D.

May 28, 1991 Ms. Erminda C. Cruz, Ed. D. Executive Director Philippine Nurses Association 1663 F. T. Benitez Street Malate, Manila M a d a m : This refers to your letter of May 17, 1991, requesting opinion on the following queries: llcd 1. Is there a need for local chapters of the Philippine Nurses Association to be incorporated separately? 2. Can the local chapter own a lot donated to the national association by one of the members of that chapter? 3. In the application for any permit needed for construction, for example, a road, can the local chapter apply for itself? Who will pay for the permit fee, is it the national association or the local chapter? In connection therewith, please be advised that unless incorporated in accordance with the Corporation Code, an unregistered association cannot enter into contracts in the name of the association and neither can it acquire properties under its name. Contracts entered into in its behalf make the persons signing or executing therein liable to the other contracting party. It has been held also that it is not competent to act or create agents or confer upon another the authority to act on its behalf, and those who act or purport to act as its representative or agent do so at their own risk ( SEC Opinion dated March 24, 1972 citing Martin, p. 1464 citing Vda. de Salvatierra vs. Garlitos, et al., L-11442, May 23, 1958). The incorporation of an association enables the association to exercise such powers, rights, and privileges of a corporation granted under the Corporation Code and those which are incident to such incorporation. Accordingly, if it is the intention of your local chapter to have a distinct and separate legal personality from that of the national association, and own the property mentioned in your letter and execute contracts under its own name, the same has to be incorporated and registered with the Commission in accordance with the provisions of the Corporation Code. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman