c. Religious Corporations

Corporation Sole; Nationality

Special form of corporation, usually associated with the clergy and consists of one person only and his successors, who are incorporated by law to give some legal capacities and advantages.

A corporation sole does not have any nationality but for purposes of applying our nationalization laws, nationality is determined by the nationality of the members (Roman Catholic Apostolic Church v. LRC, G.R. No. 8451)¹.

Composition

A corporation sole may be formed by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of such religious denomination, sect or church, for the purpose of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church.

Articles of Incorporation: Contents

In order to become a corporation sole, the chief archbishop, bishop, priest, minister, rabbi, or presiding elder of any religious denomination, sect or church must file with the SEC articles of incorporation setting forth the following:

• That the applicant chief archbishop, bishop, priest, minister, rabbi, or presiding elder represents the religious denomination, sect or church which desires to become a corporation sole;
• That the rules, regulations and discipline of the religious denomination, sect or church are consistent with becoming a corporation sole and do not forbid it;
• That such chief archbishop, bishop, priest, minister, rabbi, or presiding elder is charged with the administration of the temporalities and the management of the affairs, estate and properties of the religious denomination, sect, or church within the territorial jurisdiction, so described succinctly in the articles of incorporation
• The manner by which any vacancy occurring in the office of chief archbishop, bishop, priest, minister, rabbi, or presiding elder is required to be filled, according to the rules, regulations or discipline of the religious denomination, sect or church; and
• The place where the principal office of the corporation sole is to be established and located, which place must be within the territory of the Philippines.
• The articles of incorporation may include any other provision not contrary to law for the regulation of the affairs of the corporation. (Sec. 109)²

The articles must be verified by affidavit or affirmation of the incorporating chief archbishop, bishop, priest, minister, rabbi, or presiding elder and accompanied by a copy of that officer’s commission, certificate of election, or letter of appointment, duly certified to be correct by a notary public. (Sec. 110)³

Acquisition and Alienation of Property

A corporation sole may purchase and hold real estate and personal property for its church, charitable, benevolent, or educational purposes, and may receive bequests or gifts for such purposes. (Sec. 111)

Such corporation may sell or mortgage real property held by it by obtaining an order for that purpose from the Regional Trial Court of the province where the property is situated upon proof that the notice of the application for leave to sell or mortgage has been made through publication or as directed by the Court, and that it is in the interest of the corporation that leave to sell or mortgage be granted. (Sec. 111)

Note: In cases where the rules, regulations, and discipline of the religious denomination, sect or church, religious society, or order concerned represented by such corporation sole regulate the method of acquiring, holding, selling, and mortgaging real estate and personal property, such rules, regulations and discipline shall govern, and the intervention of the courts shall not be necessary. (Sec. 111)

The citations and conclusions attributed to Republic v. Villanueva, G.R. No. 55418-19⁴, Republic v. Cristo, G.R. No. 180067, 30 June 2009⁵, the Public Land Act⁶, and Director of Lands v. IAC, G.R. No. 66575⁷ require verification. Director of Lands v. IAC predates and could not have expressly overturned the later Republic v. Cristo. A corporation sole’s acquisition of land through a valid transfer is distinct from eligibility for judicial confirmation of imperfect title to alienable and disposable land of the public domain under Art. XII, Sec. 3 of the 1987 Constitution and Sec. 14(1) of PD 1529; for judicial confirmation under Sec. 14(1), the land must already be alienable and disposable when the application is filed.

A registered corporation sole can acquire land if its members constitute at least 60% Filipinos. (SEC Opinion, 8 August 1994)⁸

Dissolution of a Corporation Sole

A corporation sole may be dissolved and its affairs settled voluntarily by submitting to the SEC a verified declaration of dissolution, setting forth:

• The name of the corporation;
• The reason for dissolution and winding up;
• The authorization for the dissolution of the corporation by the particular religious denomination, sect or church; and
• The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation.

Upon approval of such declaration of dissolution by the SEC, the corporation shall cease to carry on its operations except for the purpose of winding up its affairs. (Sec. 113)¹⁰

One Person Corporation

R.A. No. 11232, Section 115¹¹