Atty. Myrna Cruz-Feliciano

March 28, 1990 Atty. Myrna Cruz-Feliciano Cruz-Feliciano Law Offices 3rd Floor, Feliciano Bldg. 7426 Santillan St.,Makati Metro Manila S i r : This refers to your query on whether a merger between a corporation sole and another religious corporation where all the members have manifested said desire may be allowed and if allowed, the requirements and procedure for the merger. llcd The Commission is of the opinion that a merger between a corporation sole and another religious corporation, if not forbidden by the Constitution, rules, regulations or discipline of the religious denomination, sect or church, may be allowed since there is no provision in the Corporation Code of the Philippines prohibiting such a merger. It is perceived however that the merged corporations must belong to the same religious denomination, sect or church for practical reasons. In several instances, the Commission has even allowed the conversion of a religious society to a corporation sole. Per SEC CCP Rule No. 2, Rules on Merger and Consolidation ,the procedure for the merger are: 1. Meeting of the Board of Directors or Trustees of the constituent corporations to approve the plan of merger; 2. Notice of meeting of the members of the constituent corporations sent at least two (2) weeks prior to the date of the meeting, either personally or by registered mail at the post office address of the members as appearing in the corporate or membership book, stating the purpose of the meeting and including a copy or summary of the plan of merger; 3. Meeting of the members of each constituent corporation approving the plan of merger by at least 2/3 of the members. Corporations desiring to merge are required to submit to the Commission, in quadruplicate, the following: 1. Articles of Merger signed by the President or Vice-President and certified under oath by the Secretary or Assistant Secretary of the constituent corporations setting forth the following: a) The plan of merger; b) The number of members; and c) As to each corporation, the number of members voting for and against such plan, respectively. 2. Copies of the minutes of the board of directors' meeting and minutes of the members' meeting of the constituent corporations, approving and ratifying the plan of merger, certified under oath by their respective secretaries or assistant secretaries; 3. List of creditors of the absorbed corporations as of the date of approval of the plan of merger with their addresses and the amounts owing to each; 4. Audited financial statements (Balance Sheet and related statement of income and expenses) of the constituent corporations as of a date not earlier than 120 days prior to the date of filing of the application with the Commission. The financial statements shall be accompanied by a long form audit report of a certified public accountant; 5. Amended Articles of Incorporation and By-Laws of the surviving corporation, whenever necessary in accordance with the term of the plan of merger such as change of name of the surviving corporation, etc. Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner