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Atty. Alarico T. Mundin

SEC Opinion • Securities and Exchange Commission • Opinions • Jun 25, 1982

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June 25, 1982 Atty. Alarico T. Mundin Fornier Nitura Defensor & Tan Law Offices 11th Floor, G.E. Antonio Bldg, Ermita, Manila Dear Atty. Mundin: This is in connection with your letter dated June 24, 1982, requesting information, relative to the requirements that your client corporation "The temple of Man Inc.",which was registered as a corporation sole, has to submit with this Commission after its incorporation. prcd In this regards, please be informed that unlike ordinary corporations, subject entity is not required to file By-Laws. Please note that under Sec. 46 of the new Corporation Code, ordinary corporations should adopt a code of by-laws For its government, while a corporation sole is governed by the rules, regulations, and discipline of its religious denomination. Furthermore, the Articles of Incorporation of a corporation sole as well as its Articles of Faith or Rules of Discipline already contain the provisions normally embodied in the by-laws of an ordinary corporation. However, subject corporation should comply with the requirements issued by the Securities and Exchange Commission on May 24, 1963, the pertinent portion of which reads as follows: "...2. It must have the proper books of accounts, and other necessary records such as: a) Cash book which must show all receipts and disbursements, specifying each item, nature, and in the case of disbursements, the purpose thereof. b) General journal which must contain a record of non-cash transactions. c) Ledger book which must contain a summary of transactions recorded in the cash book and general journal." The foregoing books must be presented for stamping to the Commission within thirty (30) days from approval of the Articles of Incorporation. The corporation must also comply with the rules which was issued by this Commission on November 30, 1980, to wit: "In order to enable the Securities and Exchange Commission to closely supervise and properly monitor the operations and activities of non-stock corporations for the purpose of protecting the membership participations therein as well as the interest of the public ...all non-stock corporations, duly registered with the Commission are hereby required to keep proper accounting records ( illegible portion in SEC files ) and their annual financial statements, consisting a balance sheet and income statements ..." cdlex Please be guided accordingly. Very truly yours, (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department

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