Atty. Victoria A. Timbancaya

February 28, 2002 SEC OPINION Atty. Victoria A. Timbancaya Saguisag Carao & Associates 2nd Flr., LMC Bldg., 3741 Bautista St., Palanan, 1235 Makati City Madam : This has reference to your letter dated November 14, 2001 requesting opinion on the manner of determining the Philippine nationality of a non-stock corporation in relation to the constitutional provision on land acquisition. It appears that Calvary Chapel Training Center, Inc., is a non-stock corporation composed of five members with two American nationals who contributed P7,000.00 and three (3) Filipino citizens who contributed a lesser amount of P3,500.00. Thereafter, said corporation purchased a parcel of land in Dumaguete City. When said corporation attempted to register the sale of subject property, the Register of Deeds of Dumaguete City refused to register the contract on the ground that the ownership should be computed on the basis of the contributions of the members rather than on the number of the Filipino members. Hence, the corporation allegedly is less than 60% Filipino ownership. Relative thereto, please be informed that the nationality of non-stock corporation is computed on the basis of the nationality of its members and not premised on the membership contribution. (As aptly held in the case of Register of Deeds vs. Ung Sui Temple, 97 Phil. p. 61): The fact that the appellant religious corporation has no capital stock does not suffice to escape the constitutional inhibition, since it is admitted that the members are of foreign nationality. The purpose of the sixty per centum requirement is obviously to ensure that corporations or associations allowed to acquire agricultural land to exploit natural resources shall be controlled by Filipinos; and the spirit of the Constitution demands that in absence of capital stock, the controlling membership should be composed of Filipino citizens . Applying the aforequoted ruling to the instant query, it may be safely said that since Calvary Chapel Training Center, Inc., is composed of five members with 2 foreign and 3 Filipino nationals, the 60% Filipino 40% foreign membership requirement for acquisition of land in the Philippines by a non-stock corporation is complied with. The rule therefore in this jurisdiction is that the nationality of a non-stock corporation is determinable on the basis of its membership and not on the members' contribution. Very truly yours, (SGD.) FE ELOISA C. GLORIA Commissioner