Atty. Ma. Liza A. Lopez-Rosario

May 15, 2001 ATTY. MA. LIZA A. LOPEZ-ROSARIO Romulo Mabanta Buenaventura Sayoc And De Los Angeles 30th Floor, Citibank Tower, Citibank Plaza 8741 Paseo De Roxas Makati City, Philippines Dear Atty. Rosario, This is in reply to your letter dated April 26, 2001 requesting our opinion as to whether a corporation sole like the Roman Catholic Archbishop of Manila (RCAM) is obliged to have a set of by-laws of its own in view of the Land Bank requirement that RCAM should produce/submit a copy of its by-laws before it can open an account with the said bank. A religious corporation classified as a special corporation under Section 109 of the Corporation Code is different and distinct from an ordinary non-stock corporation organized for religious purposes formed under Section 88 of the Corporation Code (Lopez, Corporation C od e, annotated, 1994 ed., p. 1022) Unlike an ordinary corporation, a corporation sole is not required to file by-laws . While under Section 46 of the Corporation Code, ordinary corporations should adopt a code of by-laws for its government, a corporation sole is governed by the rules, regulations, and discipline of its religious denomination, sect or church. Further, 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. Thus, it may open an account with the bank without presenting any approved copy of by-laws (supra, p. 1025). Applying the aforequoted citation in the instant query, it can thus be said that RCAM is not required to adopt a set of by-laws . TAacHE Very truly yours, (SGD.) ELOISA C. GLORIA Commissioner