Mr. Pablo R. Suarez

May 3, 1984 Mr. Pablo R. Suarez Assistant Minister Ministry of Foreign Affairs Padre Faura Street Manila Sir : This refers to your letter dated March 13, 1984 requesting for a certification that the Malaysian Student Association of the Philippines need not register as such as its sole function is to look after the welfare of Malaysian students. Please be informed that an association not desirous of acquiring juridical personality distinct and separate from its members need not be registered with this Office. However, it should be noted that an unregistered association cannot exercise the powers granted by the Corporation Code to registered corporations. The law pertinently provides, as follows: "SECTION 2. Corporation defined . A corporation is and artificial being created by operation of law ,having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence." "SECTION 36. Corporate powers and capacity . Every corporation incorporated under this Code has the power and capacity: 1. To sue and be sued in its corporate name; 2. Etc. ..(emphasis supplied). In the event that the Malaysian students choose to incorporate, the Corporation Code, particularly Sections 10 and 14 thereof must be complied with. Under the said provisions any number of natural persons not less than 5 but not more than 15, all of legal age and a majority of whom are residents of the Philippines ,may form a private corporation for any lawful purpose or purposes, by filing with the Securities and Exchange Commission, articles of incorporation in any of the official languages, duly signed and acknowledged by all the incorporators, containing substantially the following matters: 1. The name of the corporation. 2. The specific purpose or purposes for which the corporation is being incorporated. 3. The place where the principal office of the corporation is to be located, which must be within the Philippines. 4. The term for which the corporation is to exist, not exceeding 50 years, from and after the date of incorporation. 5. The names, nationalities and residences of the incorporators, which must not be less than 5 nor more than 15. 6. The number of directors or trustees. 7. The names, nationalities and residences of the persons, who shall act as directors or trustees, until the first regular directors or trustees, are duly elected and qualified in accordance with the code. LexLib 8. The amount of capital or money contributed or donated by specified persons stating the names, nationalities and residences of the contributors or donors and the respective amount contributed by each. 9. The name of the Treasurer elected by the members to act as such until his successor is duly elected and qualified. Likewise, the following supporting documents shall be submitted in 3 copies: 1. Letter of undertaking addressed to this Commission signed by at least a majority of the incorporators or by a duly authorized representative, to the effect that the association will change its corporate name in the event another person, firm or entity has acquired a prior right to the use of the same name or one similar to it. 2. Modus Operandi or a detailed explanation as to how the association shall carry out its objectives, signed by at least a majority of the incorporators or by a duly authorized representative. 3. Resolution of the board signed by at least a majority of the Directors or Trustees or certified under oath by the acting Secretary substantially of the following tenor to wit: "Be It Resolved, As it is hereby Resolved, that ( State name of the corporation/association ) stock corporation, dated May 24, 1963. 4. List of members of the association containing their manual signatures and attested by the acting Secretary. If the incorporators are the present members so far, state such fact in writing and further state that list of names of additional members, who will be admitted in accordance with the by-laws of the association, shall be submitted to the Commission from time to time. 5. Data sheet (form enclosed). 6. Alien Certificate of Registration (ACR) and Immigrant Certificate of Residence (ICR) of alien incorporators. Finally, the amount of P112.00 should be remitted in postal money order payable to this Commission to cover payment of the filing fee therefore, broken down as follows: prcd Articles of Incorporation P100.00 UP Legal Research Fee 2.00 SEC Bulletin 10.00 ________ Total P112.00 Please be guided accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman