Bormaheco, Inc.

October 18, 1982 Bormaheco, Inc. c/o Atty. Martin de Guzman 3338 Zapote St., Makati Metro Manila Gentlemen: This refers to your letter of October 5, 1982, inquiring as to whether or not in the creation of a condominium corporation, unit buyers who have not yet fully paid the purchase price of the units in the condominium corporation could be incorporators thereof. As stated further in your letter, Section 8 of the Master Deed with Declaration of Restrictions provides, among others, that only unit owners in the project shall be considered automatic members of the condominium corporation. llcd While condominium corporations are primarily governed by Republic Act 4726, otherwise known as the Condominium Act, the provisions of the Corporation Code shall be suppletory insofar as they are applicable. (Section 4, Corporation Code). Thus, Section 5 of the Code provides: ". . . Incorporators are those . . . members mentioned in the Articles of Incorporation as originally forming and composing the corporation who are signatories thereof." (Emphasis the supplied). It is clear from the above-cited provision of the Code that the basic qualification of an incorporator is membership in the corporation. This ultimately leads us to the issue of whether a purchaser of a condominium unit who has not yet fully paid the purchase price thereof is already considered a member of the corporation. The particular issue raised herein has been resolved in the negative in a previous opinion of the Commission, which was lifted from a recent decision of the Supreme Court (Sunset View Condominium vs. Campos, Jr., GR #52361 and G.R. #52524, April 27, 1981), wherein the Court ruled as follows: "The private respondents, therefore, who have not fully paid the purchase price of their units are consequently not owners of their units are not members or shareholders of the petitioner condominium corporation." (Emphasis supplied) Inasmuch as ownership in condominium corporation is conferred only upon full payment of the purchase price of the unit, it necessarily follows that purchasers of condominium units who have not as yet remitted the full purchase price thereof are not owners of the units, and consequently are not members of the condominium corporation. Accordingly, they cannot become incorporators thereof. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner