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Mr. Geronimo dela Rosa

SEC Opinion • Securities and Exchange Commission • Opinions • May 25, 1993

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May 25, 1993 Mr. Geronimo dela Rosa San Vicente, Paombong, Bulacan S i r : This refers to your letter dated April 28, 1993 seeking advise on what to do with the alleged use by "The Scriptural Church of Christ" of a corporate name other than what is registered with the SEC, and the unauthorized practice by other unregistered congregations using the name or title "Church of Christ" which is similar to that of your congregation. llcd A corporation cannot make use of a corporate name other than that what is registered with the Commission. To legally effect a change in the corporate name, it is necessary that the Articles of Incorporation of the corporation be amended in accordance with the procedure laid down under Section 16 of the Corporation Code and the same shall be effective only upon approval by the Commission. Relative to your second allegation, the pertinent provision of the Corporation Code provides: "SECTION 18. Corporate Name . No corporate name may be allowed by the Securities and Exchange Commission if the proposed name is identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive, confusing or contrary to existing laws. ...(Emphasis supplied). The foregoing provision establishes the general rule that no two identical or confusingly similar corporate names shall be allowed. Said provision seeks to avoid a situation wherein any corporation could adopt at pleasure the name of another corporation resulting in confusion thereby opening the door to fraud and difficulty in identifying corporations. Adequate measures are observed by the Commission in order to protect prior registered corporate name from undue infringement by others. Thus, if a corporation or any entity has already acquired a prior right to the use of a certain corporate/business name registered and protected under an existing law, the Commission, pursuant to the above provision of law and having due notice of such prior right, shall refuse the registration of any other corporation bearing similar name, unless there is written consent given by the earlier registered corporation. If you have any objection to the use by other congregations of similar name with that of your corporation, you may file a formal complaint with the Securities Investigation and Clearing Department of the Commission pursuant to P.D. 902-A as amended and SEC Rules on Procedure so that the matter will be litigated in a proper proceeding to determine who has the prior right to use the name being questioned. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman

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