November 28, 2004

SEC OPINION NO. 45-04

Religious Corporation: Term of Existence
Ferrer and Ferrer Law Office
Mezzannine D. Don Santiago Bldg.,
1344 Taft Avenue, Ermita, Manila
Attention: Atty. Oscar R. Ferrer
Gentlemen :
This is to acknowledge your letter dated 27 September 2004 inquiring on the present status of
the Philippine Central Conference of the United Methodist Church, a religious aggregate
incorporated on 01 July 1953.
Section 11 of the Corporation Code prescribes the limitation of the corporation's term of
existence. The law grants a corporation term of existence of fifty years from date of incorporation
unless sooner dissolved, revoked or its period is extended. The pertinent portion of the Code
provides thus:
"Sec. 11.
Corporate term a corporation shall exist for a period not exceeding fifty (50)
years from the date of incorporation unless sooner dissolved or unless said period is extended.
The corporate term as originally stated in the articles of incorporation may be extended for a
period not exceeding fifty (50) years in any single instance by an amendment of the articles of
incorporation, in accordance with this Code. . . ."
It appears, however, that the articles of subject religious corporation contains no provision on the
definite term of its juridical existence. In such a case, the following rules must be applied:
Section 116 (as well as Sec. 160 of the former Corporation Law) does not provide for a term of
existence of religious corporations whether classified as a corporation sole or corporation
aggregate. As such, the law intends that religious organizations may exist perpetually. (SEC
Opinions dtd. Dec. 10, 1981). Moreover, where the articles of incorporation does not provide for a
term of existence, it shall be understood that the intention is for the corporation to exist for an
indefinite period. SEC Opinion dtd. Oct 23, 1995). 1
Applying the foregoing pronouncements to the instant case, it can be safely said that Philippine
Central Conference of the United Methodist Church, being a corporate aggregate can exist for an
indefinite period, unless sooner dissolved or revoked in accordance with law, due to the absence
of specific corporate term provision in its articles of incorporation.
Very truly yours,
(SGD.) VERNETTE G. UMALI-PACO
General Counsel