Mr. Onofre Ferrer

August 20, 1987 Mr. Onofre Ferrer Bgy. Tulay-na-Lupa, Labo Camarines Norte Sir : This has reference to your letter dated August 7, 1987, requesting for the opinion of this Commission on the queries posed therein. It appears therein that on May 3, 1987, you filed a case against SAMAHANG KABUHAYAN NG VERMI COMPOSTERS NG MANTAGBAC, INC. and RENE RUIDERA as its President, in the Regional Trial Court of Daet, Camarines Norte, Branch 39, for Breach of Contract, Recovery of Possession of Realty and Damages. Pending the hearing of the case, you were able to secure a certification from this Commission which states in part: "This is to CERTIFY that the records of this Commission do not show the registration of the SAMAHANG KABUHAYAN VERMI COMPOSTING NG MANTAGBAC DAET, CAMARINES NORTE either as a corporation or a partnership." So, you withdrew your complaint against the said association and proceeded only against the defendant Rene Ruidera in his personal capacity he not being the President of a registered corporation which he claims to be. You now pose the following queries: 1. Is it really necessary or is it a requisite to register the SAMAHANG KABUHAYAN VERMI COMPOSTING with the SEC to give it a legal personality so that it can be sued? 2. Will the provision of PD No. 1595 apply in the case of the Samahang Kabuhayan Vermicomposting ng Mantagbac? Relative to your first query, an unregistered organization cannot exercise the powers, rights and privileges expressly granted by the Corporation Code to registered corporations. Its status is that of an ordinary association which has no separate juridical personality. As such it cannot sue or be sued, it cannot enter into contracts in the name of the association and neither can it acquire properties in its name. However, since it has no legal personality separate from its members, the members/officers thereof can be sued and be held responsible personally for their acts. ( Ltr. to Mr. Vicente Banagale dtd. November 17, 1986 ) Insofar as your second query is concerned, we suggest that you address the same to the Farm Systems Development Corporation. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman