Mr. William I. Buscato

April 23, 1985 Mr. William I. Buscato Juke P. Bright Street Tinago, Dumaguete City 6501 Sir : This refers to your letter dated March 27, 1985 inquiring as to whether your organization, the Balik-Lungsod Federation of Santander (BLUFS-Santander, Cebu) is required to be registered with the Securities and Exchange Commission. 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 April 30, 1975 ). An unregistered organization, however, cannot exercise the powers, rights and privileges expressly granted to registered corporations under Section 36 of the Corporation Code. The law provides, thus: "SECTION 36. Corporate powers and capacity . Every corporation incorporated under the Code has the power and capacity: 1. To sue and be sued in its corporate name; 2. Of succession by its corporate name for the period of time stated in the articles of incorporation and the certificate of incorporation; 3. To adopt and use a corporate seal; 4. To amend its articles of incorporation in accordance with this Code; 5. To adopt by-laws, not contrary to law, morals, or public policy, and to amend or repeal the same in accordance with the Code; 6. In case of stock corporations, to issue or sell stocks to subscribers and to sell treasury stocks in accordance with the provisions of this Code; and to admit members to the corporation if it be a non-stock corporation; 7. To purchase, receive take or grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and personal property, including securities and bonds of other corporations, as the transaction of the lawful business of the corporation may reasonably and necessarily require, subject to the limitations prescribed by law and the constitution; 8. To enter into with other corporations merger and consolidation as provided in this Code; 9. To make reasonable donations, including those for public welfare or for hospital, charitable, cultural, scientific, civic, or similar purposes: Provided, that no corporation, domestic or foreign, shall give donations in and of any political party or candidate of for purposes of partisan political activity; 10. To establish pension, retirement and other plans for the benefit of its directors, trustees, officers and employees; and 11. To exercise such other powers as may be essential or necessary to carry out its purposes as stated in the articles of incorporation. Should you desire to register your association in accordance with the Corporation Code, the following requirements should be submitted to the Commission: 1. Articles of Incorporation duly signed by all the incorporators and acknowledged before a notary public setting forth the following: a) The name of the corporation. b) The specific purpose or purposes for which the corporation is being incorporated. Where a corporation has more than one stated purpose, the articles of incorporation shall state which is the primary purpose and which is/are the secondary purpose: Provided, that a non-stock corporation may not include a purpose which would change or contradict its nature as such. c) The place where the principal office of the corporation is to be located, which must be within the Philippines; d) The term for which the corporation is to exist; e) The names, nationalities and residences of the incorporators (not less than 5 but not more than 15); f) The number of directors or trustees (non-stock corporations may have more than 15 directors or trustees but not less than 5); g) The names, nationalities and residences of the persons who shall act as directors or trustees until the first regular director or trustees are duly elected and qualified in accordance with this Code; h) The amount of its capital contribution, the names, nationalities and residences of the contributors and the amount contributed by each; LexLib i) The name of the treasurer elected by the stockholders to act as such until the successor is duly elected and qualified; j) Such other matters as are not inconsistent with law and which the incorporators may deem necessary and convenient. 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) will comply with the SEC requirements for non-stock corporations 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 the 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). Finally, the amount of P102.00 in postal money order payable to the Commission shall be remitted to cover examination and filing fee therefor. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman