Beruflich Dokumente
Kultur Dokumente
184088
July 6, 2010
IGLESIA EVANGELICA METODISTA EN LAS ISLAS FILIPINAS
vs.
BISHOP NATHANAEL LAZARO,
DECISION
ABAD,
facts
The present dispute resolves the issue of whether or not a corporation may change its
character as a corporation sole into a
corporation aggregate by mere amendment of its articles of incorporation without first
going through the process of
dissolution.
Apparently, although the IEMELIF remained a corporation sole on paper (with all
corporate powers theoretically lodged
in the hands of one member, the General Superintendent), it had always acted like a
corporation aggregate. The
Consistory exercised IEMELIFs decision-making powers without ever being
challenged. Subsequently, during its 1973
General Conference, the general membership voted to put things right by changing
IEMELIFs organizational structure
from a corporation sole to a corporation aggregate. On May 7, 1973 the Securities and
Exchange Commission (SEC)
approved the vote. For some reasons, however, the corporate papers of the IEMELIF
remained unaltered as a corporation
sole.
Only in 2001, about 28 years later, did the issue reemerge. In answer to a query from
the IEMELIF, the SEC replied on
April 3, 2001 that, although the SEC Commissioner did not in 1948 object to the
conversion of the IEMELIF into a
corporation aggregate, that conversion was not properly carried out and documented.
The SEC said that the IEMELIF
needed to amend its articles of incorporation for that purpose.
1
Acting on this advice, the Consistory resolved to convert the IEMELIF to a corporation
aggregate. Respondent Bishop
Nathanael Lazaro, its General Superintendent, instructed all their congregations to
take up the matter with their respective
members for resolution. Subsequently, the general membership approved the
conversion, prompting the IEMELIF to file
amended articles of incorporation with the SEC. Bishop Lazaro filed an affidavitcertification in support of the
conversion.
2
Petitioners Reverend Nestor Pineda, et al., which belonged to a faction that did not
the technical number of the members of the corporation from "sole" or one to the
greater number authorized by its
amended articles.
The amendment of the articles of incorporation, as correctly put by the CA, requires
merely that a) the amendment is not
contrary to any provision or requirement under the Corporation Code, and that b) it is
for a legitimate purpose. Section 17 of the Corporation Code
10
provides that amendment shall be disapproved if, among others, the prescribed form
of the
articles of incorporation or amendment to it is not observed, or if the purpose or
purposes of the corporation are patently
unconstitutional, illegal, immoral, or contrary to government rules and regulations, or if
the required percentage of
ownership is not complied with. These impediments do not appear in the case of
IEMELIF.
Besides, as the CA noted, the IEMELIF worked out the amendment of its articles of
incorporation upon the initiative and
advice of the SEC. The latters interpretation and application of the Corporation Code
is entitled to respect and
recognition, barring any divergence from applicable laws. Considering its experience
and specialized capabilities in the
area of corporation law, the SECs prior action on the IEMELIF issue should be
accorded great weight.
WHEREFORE,
resolution of the Court of Appeals in CA-G.R. SP 92640.
SO ORDERED.
To convert a corporation sole to a corporation aggregate is to increase corporate
membership from one to two or
more, and to transfer the duties of administering and managing the affairs, properties
and temporalities of the
religious entity, from one to several trustees
Roman Catholic Apostolic Admin vs. LRC
G.R. No. L-8451
December 20, 1957
Lesson Applicable: Exploitation of Natural Resources (Corporate Law)
FACTS:
B
October 4, 1954: Mateo L. Rodis, a Filipino citizen and resident of the City
of Davao, executed a deed of sale of a parcel of land in favor of the Roman Catholic
Apostolic Administrator of Davao Inc.(Roman), a corporation sole organized and
existing in accordance with Philippine Laws, with Msgr. Clovis Thibault, a Canadian
citizen, as actual incumbent.
The Register of Deeds of Davao for registration, having in mind a previous
resolution of the CFI in Carmelite Nuns of Davao were made to prepare an affidavit to
the effect that 60% of the members of their corp. were Filipino citizens when they
sought to register in favor of their congregation of deed of donation of a parcel of
land, required it to submit a similar affidavit declaring the same.
June 28, 1954: Roman in the letter expressed willingness to submit an
affidavit but not in the same tenor as the Carmelite Nuns because it had five
incorporators while as a corporation sole it has only one and it was ownership through
donation and this was purchased
As the Register of the Land Registration Commissioner (LRC) : Deeds has
some doubts as to the registerability, the matter was referred to the Land Registration
Commissioner en consulta for resolution (section 4 of Republic Act No. 1151)
LRC:
In view of the provisions of Section 1 and 5 of Article XIII of the
Philippine Constitution, the vendee was not qualified to acquire private lands in the
Philippines in the absence of proof that at least 60 per centum of the capital, property,
or assets of the Roman Catholic Apostolic Administrator of Davao, Inc., was actually
owned or controlled by Filipino citizens, there being no question that the present
incumbent of the corporation sole was a Canadian citizen
ordered the Registered Deeds of Davao to deny registration of the
deed of sale in the absence of proof of compliance with such condition
action for mandamus was instituted by Roman alleging the land is held in
true for the benefit of the Catholic population of a place
ISSUE: W/N Roman is qualified to acquire private agricultural lands in the Philippines
pursuant to the provisions of Article XIII of the Constitution
HELD: YES. Register of Deeds of the City of Davao is ordered to register the deed of
sale
A corporation sole consists of one person only, and his successors (who will
always be one at a time), in some particular station, who are incorporated by law in
order to give them some legal capacities and advantages, particularly that of
perpetuity, which in their natural persons they could not have had.
In this sense, the king is a sole corporation; so is a bishop, or
dens, distinct from their several chapters
corporation sole
composed of only one persons, usually the head or bishop of the diocese, a
unit which is not subject to expansion for the purpose of determining any percentage
whatsoever
only the administrator and not the owner of the temporalities located in the
territory comprised by said corporation sole and such temporalities are administered
for and on behalf of the faithful residing in the diocese or territory of the corporation
sole
has no nationality and the citizenship of the incumbent and ordinary has
nothing to do with the operation, management or administration of the corporation
sole, nor effects the citizenship of the faithful connected with their respective dioceses
or corporation sole.
B
B
B
B
sought relief with the Court of Appeals contesting the ruling of the Commission en
banc. The appellate court, however, dismissed the petition for lack of merit in a
Decision promulgated on 30 July 1999. Then, in a resolution rendered on 16 March
2000, it similarly denied their motion for reconsideration. Vesagas and Asis filed the
petition for review on certiorari.
Issue: Whether the club has already ceased to be a corporate body.
Held: The club, according to the SEC's explicit finding, was duly registered and a
certificate of incorporation was issued in its favor. The question of whether the club
was indeed registered and issued a certification or not is one which necessitates a
factual inquiry. The finding of the Commission, as the administrative agency tasked
with among others the function of registering and administering corporations, is given
great weight and accorded high respect. Moreover, by their own admission contained
in the various pleadings which they have filed in the different stages of this case,
Vesagas and Asis themselves have considered the club as a corporation. Otherwise,
there is no cogency in spearheading the move for its dissolution. Vesagas and Asis
were therefore well aware of the incorporation of the club and even agreed to get
elected and serve as its responsible officers before they reconsidered dissolving its
corporate form. On the other hand, at the time of the institution of the case with the
SEC, the club was not dissolved by virtue of an alleged Board resolution. The
Corporation Code establishes the procedure and other formal requirements a
corporation needs to follow in case it elects to dissolve and terminate its structure
voluntarily and where no rights of creditors may possibly be prejudiced. Section 118
(Voluntary dissolution where no creditors are affected) of the Corporation Code
provides that "If dissolution of a corporation does not prejudice the rights of any
creditor having a claim against it, the dissolution may be effected by majority vote of
the board of directors or trustees and by a resolution duly adopted by the affirmative
vote of the stockholders owning at least two-thirds (2/3) of the outstanding capital
stock or at least two-thirds (2/3) of the members at a meeting to be held upon call of
the directors or trustees after publication of the notice of time, place and object of the
meeting for three (3) consecutive weeks in a newspaper published in the place where
the principal office of said corporation is located; and if no newspaper is published in
such place, then in a newspaper of general circulation in the Philippines, after sending
such notice to each stockholder or member either by registered mail or by personal
delivery at least 30 days prior to said meeting. A copy of the resolution authorizing the
dissolution shall be certified by a majority of the board of directors or trustees and
countersigned by the secretary of the corporation. The Securities and Exchange
Commission shall thereupon issue the certificate of dissolution." To substantiate their
claim of dissolution, Vesagas and Asis submitted only two relevant documents: the
Minutes of the First Board Meeting held on 5 January 1997, and the board resolution
issued on 14 April 1997 which declared "to continue to consider the club as a nonregistered or a non-corporate entity and just a social association of respectable and
respecting individual members who have associated themselves, since the 1970's, for
the purpose of playing the sports of tennis." These two documents will not suffice. The
requirements mandated by the Corporation Code should have been strictly complied
with by the members of the club. The records reveal that no proof was offered by
Vesagas and Asis with regard to the notice and publication requirements. Similarly
wanting is the proof of the board members' certification. Lastly, and most important of
all, the SEC Order of Dissolution was never submitted as evidence.
Gelano vs. CA
FACTS:
B
B
B
B
B
B
B
B
In the meantime, private
respondent amended its Articles of
Incorporation to shorten its term of
existence up to December 31, 1960 only
B
B
B
B
B
B
B
B
B
B
B
B
SKINNYCASES
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PHILIPPINEVETERANSBANK
EMPLOYEESUNIONVSJUDGE
VEGA
Postedbykayeleeon10:12AM
G.R.No.105364,28June2001[Effectivityand
ApplicationofLaws]
FACTS:
OnJanuary2,1992,theCongressenactedR.A.7169
providingfortherehabilitationofPhilippineVeterans
Bank.ItwaspublishedintheOfficialGazetteinFebruary
24,1992.Thereafter,petitionersfiledwiththelabor
tribunalstheirresidualclaimsforbenefitsandfor
reinstatementuponreopeningthebank.
InMay1992,theCentralBankissuedacertificateof
authorityallowingthePVBtoreopendespitethelate
mandateforrehabilitationandreopening,JudgeVega
continuedwiththeliquidationproceedingsofthebank
allegingfurtherthatRA7169becameeffectiveonlyon
March10,1992or15daysafteritspublicationinthe
OfficialGazetteonFebruary24,1992.
ISSUE:
WhetherornotRA7169becameeffectiveonJanuary2,
1992.
RULING:
Yes.RA7169expresslyprovidedthatitshouldtakeeffect
uponitsapproval.AquinosigneditintolawonJanuary2,
1992.Thereafter,saidlawbecameeffectiveonsaiddate.
Its subsequent publication was not necessary for its
effectivity. RA 7169 is of internal nature and not have
generalapplicationthusittookeffectonthedateprovided
for and hence was rightfully invoked by the
petitioners.TheSupremeCourtupheldthatwhileasarule
laws take effect after 15 days following completion of
theirpublicationintheOfficialGazetteorinanewspaper
ofgeneralcirculationinthePhilippines,thelegislaturehas
theauthoritytoprovideforexceptionsasindicatedinthe
clauseunlessotherwiseprovided.
Issue:
Whether Pepsi Cola, the dissolved corporation, is
the real party in interest to whom summons
should be served in the civil case for damages.
Whether the service of summons through Ms.
Nenette C. Sison, upon Pepsi Cola operates to
vest jurisdiction upon PEPSICO.
Held:
1. Rebollido, et al. had a valid cause of action for
damages against Pepsi Cola. The law provides
that a corporation whose corporate term has
ceased can still he made a party to suit. Under
paragraph 1, Section 122 of the Corporation
Code, a dissolved corporation "shall nevertheless
be continued as a body corporate for three (3)
years after the time when it would have been so
dissolved, for the purpose of prosecuting and
defending suits by or against it and enabling it to
settle and close its affairs, to dispose of and
convey its property and to distribute its assets,
but not for the purpose of continuing the
business for which it was established." The
rationale for extending the period of existence of