Sister M. Margaret Moreno, OP
SEC Opinion • Securities and Exchange Commission • Opinions • Jan 25, 1984
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January 25, 1984 Sister M. Margaret Moreno, OP Holy Rosary Convent 68 Sto. Domingo, Quezon City Madam: This refers to your letter dated September 1, 1983 inquiring as to whether Prioress of Beaterio Del Santisimo Rosario De Molo, Inc. under the name and style Beaterio Del Santisimo Rosario De Molo (Congregation of the Dominican Sisters of the Most Holy Rosary of the Philippines),a corporation sole, is required to file by-laws. Under Section 46 of the Corporation Code, every corporation formed under the Code are required to file by-laws. The Law provides, thus: "Section 46. Adoption of by-laws . 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 the Code." (emphasis supplied) While an ordinary corporation is governed by its By-laws, a corporation sole is governed by the Rules, Regulations and Discipline of its religious denomination. Said Rules, Regulations and Discipline already contain the provisions embodied in the by-laws of ordinary corporations (SEC opinion dated June 25, 1982). Furthermore, Section 111 of the Corporation Code expressly allows corporations sole to include in their articles of incorporation any provision other than those required under said Section to regulate the affairs of corporations sole. The law provides, thus: "SECTION 111. Articles of Incorporation . ... xxx xxx xxx The articles of incorporation may include any other provision not contrary to law for the regulation of the affairs of the corporation." (emphasis supplied) Corporations sole may, therefore, include in its articles of incorporation all matters which could be provided for in the by-laws. In the light of the foregoing, the Commission opines that corporation sole need not comply with Section 46 of the Corporation Code, provided that the provisions ordinarily embodies in the by-laws are already provided for in the articles of incorporation or Rules, Regulations and Discipline of its religious denomination. llcd Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman
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