Mr. Joselito F. Biazon

January 16, 1992 Mr. Joselito F. Biazon Tan and Federis Law Office 3rd Floor, ALCCO Building Ortigas Avenue, Greenhills, San Juan, Metro Manila S i r : This refers to your letter dated December 27, 1991 requesting opinion whether or not the General Bishop of the Most Holy Church of God in Christ Jesus, Inc.,a corporation sole, may dispose of a church property on the basis of its Amended Articles of Incorporation which provides that the General Bishop, as the sole corporation, has the exclusive authority to acquire, hold, sell and mortgage real estate and personal properties for and in behalf of the Church, without the need of approval of the Court. The Corporation Code provides: "SECTION 110. Corporation Sole . For the purpose 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 supplied) It is clear from the above provision that the bishop, as a corporation sole, is merely the administrator of the church properties that come to his possession and which he held in trust for the church .If a corporation holds property, not absolutely, but subject to limitations as to its use, or on a specified trust , it cannot so dispose of it to divert it from such use or trust. (6A, Fletcher Sec. 2933). The pertinent provision of the Corporation Code provides, thus: "SECTION 113. Acquisition and alienation of property . Any corporation sole may purchase and hold real estate and personal property for its church, charitable, benevolent or educational purposes, and may receive bequests or gifts for such purposes. Such corporation may mortgage or sell real property held by it upon obtaining an order for that purpose from the Court of First Instance of the province where the property is situated ;but before the order is issued, proof must be made to the satisfaction of the court that notice of the application for leave to mortgage or sell has been given by publication or otherwise in such manner and for such time as said court may have directed, and that it is to the interest of the corporation that leave to mortgage or sell should be granted. The application for leave to mortgage or sell must be made by petition, duly verified, by the chief archbishop, bishop, priest, minister, rabbi or presiding elder acting as corporation sole, and may be opposed by any member of the religious denomination, sect or church represented by the corporation sole: Provided, That in cases where the rules, regulations and discipline of the religious denomination, sect or church, religious society or order concerned represented by such corporation sole regulate the method of acquiring, holding, selling and mortgaging real estate and personal property, such rules, regulations and discipline shall control, and the intervention of the courts shall not be necessary ." (Emphasis supplied) Accordingly, a provision in the amended articles of incorporation signed by the corporation sole himself is not sufficient to authorize him to dispose of real property of the church. Unless the authority to dispose is expressly provided for in the church which he represents, he cannot exercise such authority without the intervention and approval of the Court as required by the Corporation Code. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman