c. Cooperatives (RA 6938, as amended by RA 9520, Arts. 3, 4, 9, and 16)

Cooperatives: Definition, Powers, and Juridical Personality

Concept

A cooperative is a duly registered association of persons with a common bond of interest. Its members voluntarily join to achieve their social, economic, and cultural needs and aspirations, contribute equitably to the required capital, patronize its products and services, and accept a fair share of the undertaking’s risks and benefits in accordance with universally accepted cooperative principles. Registration is therefore part of the statutory definition, not merely a formality following organization. (Art. 3, Rep. Act No. 9520)¹

Governing provisions

Republic Act No. 9520 is the Philippine Cooperative Code of 2008 and repealed Republic Act No. 6938. Its provisions define a cooperative, identify who may organize one, specify its powers, and govern the acquisition and proof of its juridical personality. (Art. 139, Rep. Act No. 9520)² (Art. 3, Rep. Act No. 9520)¹ (Art. 10, Rep. Act No. 9520)³ (Art. 9, Rep. Act No. 9520)⁴ (Art. 16, Rep. Act No. 9520)⁵

Requisites / Rules

• Fifteen or more natural persons who are Filipino citizens, of legal age, have a common bond of interest, and reside or work in the intended area of operation may organize a primary cooperative. (Art. 10, Rep. Act No. 9520)³
• Registration is the operative act granting juridical personality to a proposed cooperative. A cooperative formed or organized under the Code acquires that personality on the date the Cooperative Development Authority (CDA) issues its certificate of registration under its official seal. (Art. 5, Rep. Act No. 9520)⁶ (Art. 16, Rep. Act No. 9520)⁵
• The CDA must finally dispose of a registration application within 60 days from filing. Otherwise, the application is deemed approved, unless the delay is attributable to the applicant. (Art. 16, Rep. Act No. 9520)⁵
• An applicant may appeal a denial to the Office of the President within 90 days from receipt of notice. Failure to act on the appeal within 90 days from its filing means approval of the application. (Art. 16, Rep. Act No. 9520)⁵

Distinctions

Do not confuse organizers with members. The provision on organization refers to at least 15 natural persons meeting its stated qualifications. The Code’s definition of a member, however, includes a natural or juridical person admitted by the cooperative in accordance with its principles and articles of cooperation. (Art. 10, Rep. Act No. 9520)³ (Art. 5, Rep. Act No. 9520)⁶

Key doctrines

A registered cooperative may sue and be sued in its cooperative name and has the power of succession. It may adopt by-laws, amend its articles of cooperation, deal with property reasonably and necessarily required for its lawful affairs, and exercise the other powers specified in the Code. Its property transactions remain subject to limitations prescribed by law and the Constitution. (Art. 9, Rep. Act No. 9520)⁴

A CDA certificate issued under its official seal is conclusive evidence that the cooperative named in it is duly registered, unless cancellation of its registration is proved. This evidentiary rule should be read alongside the rule fixing the acquisition of juridical personality at the date the CDA issues the certificate. (Art. 17, Rep. Act No. 9520)⁷ (Art. 16, Rep. Act No. 9520)⁵

Exceptions

The 60-day deemed-approval rule does not apply when the cause of delay is attributable to the applicant. Likewise, the certificate’s conclusive evidentiary effect yields to proof that registration has been cancelled. (Art. 16, Rep. Act No. 9520)⁵ (Art. 17, Rep. Act No. 9520)⁷

Bar tip

For a personality question, identify the CDA certificate’s issuance date; for a registration-delay question, separately check applicant-caused delay and the appeal periods. (Art. 16, Rep. Act No. 9520)⁵