Ma. Aurora Perez

December 11, 1996 Ma. Aurora Perez Poblacion 3, Gerona Tarlac M a d a m : This refers to your letter dated Nov. 4, 1996 inquiring whether you can inherit the membership of your father/grandfather in a "non-stock corporation" and be entitled to the rights and privileges attached thereto after his death. The pertinent provision of the Corporation Code provides: "SECTION 90. Non-transferability of Membership . Membership in a non-stock corporation, and all rights arising therefrom, are personal and non-transferable , unless the articles of incorporation of the by-laws otherwise provide .(Emphasis supplied)" LibLex Thus, as a general rule ,membership in a non-stock corporation and rights arising therefrom are non-transferable. The reason is that membership in a non-stock corporation has personal elements which require qualifications accompanied by social and other ties. However, it admits of an exception as when the articles or by-laws provide for its transferability. If transferable, the terms and conditions under which transfer of membership in an association may be effected are spelled-out in the articles of incorporation and by-laws. For the transfer being the exception and not the general rule. Please be advised accordingly. Very truly yours, (SGD.) ELNORA E. ADVIENTO Director Corporate and Legal Department