Mr. Vicente C. Banagale

November 17, 1986 Mr. Vicente C. Banagale 602-E Pinaglabanan San Juan, Metro Manila Sir : This refers to your letter dated September 23, 1986 requesting confirmation that Catholic Relief Services Philippine Program is not registered with the SEC and as such it has no legal personality and therefore it cannot sue but can be sued. A verification from the Records Section of this Commission disclosed that no association under said name appears to have been registered with us. Please be informed that the Commission, in a previous opinion, has ruled that "an association not engaged in business and not desirous of acquiring juridical personality need not be registered with the Commission." ( SEC Opinion dated 30, 1975 ). An unregistered organization, however, cannot exercise the powers, right 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 ( SEC Opinion dated November 24, 1972 ).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 . Thus, unless incorporated and registered under the Corporation Code, the status of the association remains, regardless of the provisions of Republic Act No. 4481 exempting the association from payment of taxes, duties and fees provided under existing laws. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman