FACTS

 Respondent Iglesia ng Dios Kay Cristo Jesus, Haligi at Suhay ng Katotohanan (Church of

God in Christ Jesus, the Pillar and Ground of Truth), 4 is a non-stock religious society or
corporation registered in 1936.

 Sometime in 1976, one Eliseo Soriano and several other members of respondent
corporation disassociated themselves from the latter and succeeded in registering on
March 30, 1977 a new non-stock religious society or corporation, named Iglesia ng Dios
Kay Kristo Hesus, Haligi at Saligan ng Katotohanan., or H.S.K

 Petitioner claims that it complied with the aforecited SEC guideline by adding not only two
but eight words to their registered name, to wit: "Ang Mga Kaanib" and "Sa Bansang
Pilipinas, Inc.," which, petitioner argues, effectively distinguished it from respondent
corporation.

 Respondent corporation filed with the SEC a petition to compel the Iglesia ng Dios Kay
Kristo Hesus, Haligi at Saligan ng Katotohanan to change its corporate name,

HELD

 Parties organizing a corporation must choose a name at their peril; and the use of a name
similar to one adopted by another corporation, whether a business or a nonprofit
organization, if misleading or likely to injure in the exercise of its corporate functions,
regardless of intent, may be prevented by the corporation having a prior right, by a suit for
injunction against the new corporation to prevent the use of the name

 Petitioner claims that it complied with the aforecited SEC guideline by adding not only two
but eight words to their registered name, to wit: "Ang Mga Kaanib" and "Sa Bansang
Pilipinas, Inc.," which, petitioner argues, effectively distinguished it from respondent
corporation.

 then, too, the records reveal that in holding out their corporate name to the public,
petitioner highlights the dominant words "IGLESIA NG DIOS KAY KRISTO HESUS,
HALIGI AT SALIGAN NG KATOTOHANAN," which is strikingly similar to respondent's
corporate name, thus making it even more evident that the additional words "Ang Mga
Kaanib" and "Sa Bansang Pilipinas, Inc.", are merely descriptive of and pertaining to the
members of respondent corporation.
NOTES

Indiana Aerospace University vs. CHED (2001

FACTS

 The Commission on Higher Education (CHED) received a letter from Douglas Macias of the
Professional Regulatory Commission (PRC) inquiring whether Indiana Aerospace University
(petitioner) had already acquired university status in view of the latter's advertisement in the
Manila Bulletin.

 The investigation conducted by CHED showed that petitioner had filed with the SEC to amend
its corporate name from Indiana School of Aeronautics to Indiana Aerospace University

 Appeal – school - otherwise the school will encounter financial difficulties and suffer damages
which will eventually result in the mass dislocation of xxx thousand[s] of students.

 Petitioner filed a Complaint for Damages against CHED. CHED filed a Motion to Dismiss which
 was denied by the RTC. The RTC also issued a Writ of preliminary Injunction in favor of
petitioner.
HELD (Court was wrong in issuing an injunction order against CHED

 Petitioner failed to establish a clear right to continue representing itself to the public as a
university. Indeed, it has no vested right to misrepresent itself. No school may claim to be a
university unless it has first complied with the prerequisites provided in Section 34 of the
Manual of Regulations for Private Schools

 The establishment and the operation of schools are subject to prior authorization from the
government. No school may claim to be a university unless it has first complied with the
prerequisites provided in Section 34 of the Manual of Regulations for Private Schools

 CHED’s Cease and Desist Order merely restrained petitioner from using the term "university"
in its name. It was not ordered to close, but merely to revert to its authorized name; hence,
its proprietary rights were not violated.

NOTES

PHILIPS EXPORT B.V., PHILIPS ELECTRICAL LAMPS, INC. and PHILIPS INDUSTRIAL DEVELOPMENT, INC.,
petitioners, vs. COURT OF APPEALS,

FACTS

 Petitioner Philips Export B.V. (PEBV), a foreign corporation organized under the laws of the
Netherlands, although not engaged in business here, is the registered owner of the
trademarks PHILIPS and PHILIPS SHIELD EMBLEM

 Respondent Standard Philips Corporation (Standard Philips), on the other hand, was issued a
Certificate of Registration by respondent Commission on 19 May 1982.

 , Petitioners filed a letter complaint with the Securities & Exchange Commission (SEC) asking
for the cancellation of the word "PHILIPS" from Private Respondent's corporate name in view
of the prior registration with the Bureau of Patents of the trademark "PHILIPS" and the logo
"PHILIPS SHIELD EMBLEM" in the name of Petitioner PEBV, and the previous registration of
Petitioners Philips Electrical and Philips Industrial with the SEC. (Respondent refused to
amend its Corporate Name.

 In its Answer, dated 7 March 1985, Private Respondent countered that Petitioner PEBV has no
legal capacity to sue; that its use of its corporate name is not at all similar to Petitioners'
trademark PHILIPS when considered in its entirety; and that its products consisting of chain
rollers, belts, bearings and cutting saw are grossly different from Petitioners' electrical
products.
HELD (Requisites: 1. Prior right ; 2. Name is identical, deceptively or confusingly similar or patently
deceptive)

 The second requisite no less exists in this case. In determining the existence of confusing
similarity in corporate names, the test is whether the similarity is such as to mislead a person
using ordinary care and discrimination.

 the test is whether the similarity is such as to mislead a person using ordinary care and
discrimination

 While the corporate names of Petitioners and Private Respondent are not identical, a reading
of Petitioner's corporate names, to wit: PHILIPS EXPORT B.V., PHILIPS ELECTRICAL LAMPS, INC.
and PHILIPS INDUSTRIAL DEVELOPMENT, INC., inevitably leads one to conclude that "PHILIPS"
is, indeed, the dominant word in that all the companies affiliated or associated with the
 principal corporation, PEBV, are known in the Philippines and abroad as the PHILIPS Group of
Companies.

 Respondents maintain, however, that Petitioners did not present an iota of proof of actual
confusion or deception of the public much less a single purchaser or their product who has
been deceived or confused or showed any likelihood of confusion. It is settled, however, that
proof of actual confusion need not be shown. It suffices that confusion is probably or likely
to occur (

Issue regarding two words different from private respondent’s name)

 What is lost sight of, however, is that PHILIPS is a trademark or trade name which was
registered as far back as 1922. Petitioners, therefore, have the exclusive right to its use which
must be free from any infringement by similarity
NOTES

 A name is peculiarly important as necessary to the very existence of a corporation

 A corporation can no more use a corporate name in violation of the rights of others than an
individual can use his name legally acquired so as to mislead the public and injure another

GALA vs. ELLICE AGRO-INDUTRIAL CORPORATION et. al.

ADDITGIONAL NOTES:

 GENERAL BANKING ACT – INSURANCE LAW – BANKING CORP CANNOT ENGAGE INTO
INSURANCE CORP.
 Non-stock corporations are not prohibited from making profit. They are only prohibited in
writing in on their Articles of Incorporation.
 Purpose clause – source of power and limitation. Any contract unrelated to primary or
secondary purpose is considered ultra vires. (directors are directly liable).
 If not provided with a term – presumed ot be perpetual. Whether perpetual , definite or
indefinite term, it may be pre-terminated. (voluntary shortening of corporate term or at the
instance of the state when the republic involuntary dissolves the corporation).

Facts:
 On 1979, the spouses Manuel and Alicia Gala, their children Guia Domingo, Ofelia Gala, Raul
Gala, and Rita Benson, and their encargados Virgilio Galeon and Julian Jader formed and
organized the Ellice Agro-Industrial Corporation. The total subscribed capital stock was 35,000
shares and was apportioned at Php 100 per share.

ELLICE MARGO (10 PESOS PER

SHARE)
Manuel Gala 11700
Alicia Gala 23200
Guia Domingo 16 6400
Ofelia E. Gala 40 66400
Raul E. Gala 40 66400
Rita G. Benson 2
Virgilio Galeon 1 40
Julian Jader 1 40

 Subsequently, on September 16, 1982, Guia Domingo, Ofelia Gala, Raul Gala, Virgilio Galeon
and Julian Jader incorporated the Margo Management and Development Corporation
(Margo). This corporation was transferred shares by some of the original shareholders of
ELLICE and was able to as such before commencement of the case,
  An issue was raised with regards to the present actions of two corporations Margo and Ellice
with regards to the purposes to which said corporations were established.

 petitioners' first contention in support of this theory is that the purposes for which Ellice and
Margo were organized should be declared as illegal and contrary to public policy. They claim
that the respondents never pursued exemption from land reform coverage in good faith and
instead merely used the corporations as tools to circumvent land reform laws and to avoid
estate taxes.

Held

 If a corporation's purpose, as stated in the Articles of Incorporation, is lawful, then the SEC
has no authority to inquire whether the corporation has purposes other than those stated;
 Cannot be a collateral attack.

 The best proof of the purpose of a corporation is its articles of incorporation and by-laws. The
articles of incorporation must state the primary and secondary purposes of the corporation,
while the by-laws outline the administrative organization of the corporation, which, in turn, is
supposed to insure or facilitate the accomplishment of said purpose.

 A perusal of the Articles of Incorporation of Ellice and Margo shows no sign of the allegedly
illegal purposes that petitioners are complaining of. If a corporation's purpose, as stated in
the Articles of Incorporation, is lawful, then the SEC has no authority to inquire whether the
corporation has purposes other than those stated, and mandamus will lie to compel it to issue
the certificate of incorporation.

 Finally, the petitioners pray that the veil of corporate fiction that shroud both Ellice and
Margo be pierced, consistent with their earlier allegation that both corporations were formed
for purposes contrary to law and public policy. In sum, they submit that the respondent
corporations are mere business conduits of the deceased Manuel Gala and thus may be
disregarded to prevent injustice, the distortion or hiding of the truth or the "letting in" of a
just defense. [46] However, to warrant resort to the extraordinary remedy of piercing the veil
of corporate fiction, there must be proof that the corporation is being used as a cloak or cover
for fraud or illegality, or to work injustice, [47] and the petitioners have failed to prove that
Ellice and Margo were being used thus

Heirs of Pael v. CA, 7 December 2001

MAIN CASE
  It alleged that PFINA acquired the property subject of the litigation for substantial and
valuable consideration from Roberto A. Pael and the Heirs of Antonio Pael, Andrea
Alcantara and Crisanto Pael, by virtue of a deed of assignment dated January 25, 1983,
and that the title was issued in its name by the Register of Deeds of Quezon City. This
motion was opposed by private respondents

MR
 Be that as it may, it bears reiterating that the title of PFINA Properties, Inc., Transfer
Certificate of Title No. 186662, was irregularly and illegally issued. As such, the reinstatement
of the titles of private respondents was proper and did not constitute a collateral attack on
the title of PFINA. It should be recalled that the transfer of title from the Heirs of Pael in favor
of PFINA was replete with badges of fraud and irregularities which rendered nugatory and
inoperative the existing doctrines on land registration and land titles.
  PFINA claims that it acquired the properties from the Heirs of Pael by virtue of a deed of
assignment dated January 25, 1983, hence, it filed a motion to intervene before the Court of
Appeals. It is worthy to note, however, that before it filed its motion for intervention, or for a
long period of fifteen (15) years, PFINA and the Heirs of Pael were totally silent about the
alleged deed of assignment. No steps were taken by either of them to register the deed or
secure transfer certificate of title evidencing the change of ownership during this long period
of time.

 At the time PFINA acquired the disputed properties in 1983, its corporate name was PFINA
Mining and Exploration, Inc., a mining company which had no valid grounds to engage in the
highly speculative business of urban real estate development.

 The Paels, having no longer any right over the subject property, had nothing to sell to
PFINA. Therefore, the title obtained by PFINA allegedly by virtue of the deed of
assignment executed by the Paels in its favor is a nullity. Worse, the Register of Deeds of
Quezon City connived and conspired with PFINA when the former registered the deed of
assignment on the basis of fake and spurious documents.

 The Court of Appeals also found it unbelievable for PFINA to acquire extremely valuable
real estate in Quezon City for only P30.00 per square meter. In 1983, PFINA Mining and
Exploration, Inc. was a mining company. It changed its corporate name to PFINA
Properties, Inc., only on January 22, 1998, six (6) days before filing its petition-in-
intervention with the Court of Appeals. In its petition, PFINA claimed to have bought urban
real estate in 1983, notwithstanding that at the time it was still a mining company which
had no business dabbling in the highly speculative urban real estate trade.

Uy Siulong v. Director of Commerce and Industry 40 P 541

Facts:
 purpose of this action is to obtain the writ of mandamus to require the respondent to file and
register, upon the payment of the lawful fee, articles of incorporation, and to issue to the
petitioners as the incorporators of a certain corporation to be known as "Siuliong y Compania,
lnc.," a certificate under the seal of the office of said respondent, certifying that the articles
of incorporation have been duly filed and registered in his office in accordance with the law

 That the petitioners herein, who had theretofore been members of said partnership of
"Siuliong y Cia.," desired to dissolve said partnership and to form a corporation composed of
the same persons as incorporators, to be known as "Siuliong y Compania, Incorporada;"

 That the purpose of said corporation, "Siuliong y Cia., Inc.," is (a) to acquire the business of
the partnership theretofore known as Siuliong & Co., and (b) to continue said business with
some of its objects or purposes;

 an examination of the articles of incorporation of the said "Siuliong y Compania, Incorporada"

(Exhibit A) shows that it is to be organized for multiple purposes such as the following

1. The purchase and sale, importation and exportation, of the products of the country as
well as of foreign countries;
2. To discount promissory notes, bills of exchange, and other negotiable instruments; etc.

Held

 Is a corporation allowed to be organized for more than one purpose?

- NO. While we have arrived at the conclusion that the proposed articles of incorporation
do not authorize the petitioners to engage in a business with more than one purpose, we
do not mean to be understood as having decided that corporations under the laws of the
Philippine Islands may not engage in a business with more than one purpose. Such an
interpretation might work a great injustice to corporations organized under the Philippine
laws. Such an interpretation would give foreign corporations, which are permitted to be
registered under the laws here and which may be organized for more than one purpose, a
great advantage over domestic corporations.

 that the principal purpose of said corporation is to engage in a mercantile business, with the
power to do and perform the particular acts enumerated in said subparagraphs above
referred to.

 In the present case we are fully persuaded that all of the power and authority included in the
articles of incorporation of "Siuliong J Cia., Inc.," enumerated above in paragraph 4 (Exhibit A)
are only incidental to the principal purpose of said proposed incorporation, to wit:
"mercantile business." The purchase and sale, importation and exportation of the products of
the country, as well as of foreign countries, might make it necessary to purchase and discount
promissory notes, bills of exchange, bonds, negotiable instruments, stock, and interest in
 other mercantile and industrial associations. It might also become important and advisable
for the successful operation of the corporation to act as agent for insurance companies as
well as to buy, sell and equip boats and to buy and sell other establishments. and industrial
and mercantile businesses.

ASUNCION VS. DE YRIARTE

FACTS
 Writ of mandamus for the filing of a certain articles of corporation

 The chief of the division of archives, the respondent, refused to file the articles of
incorporation, hereinafter referred to, upon the ground that the object of the corporation, as
stated in the articles, was not lawful and that, in pursuance of section 6 of Act No. 1459, they
were not registerable.

 The purpose of the incorporation as stated in the articles is: "That the object of the
corporation is
a. to organize and regulate the management, disposition, administration and control which
the barrio of Pulo or San Miguel or its inhabitants or residents have over the common
property of said residents or inhabitants or property belonging to the whole barrio as
such; and
b. to use the natural products of the said property for institutions, foundations, and
charitable works of common utility and advantage to the barrio or its inhabitants."

HELD

 The municipality of Pasig is a municipal corporation organized by law. It has the control of all
property of the municipality. The various barrios of the municipality have no right to own or
hold property, they not being recognized as legal entities by any law. 

 The object of the proposed corporation, as appears from the articles offered for registration,
is to make of the barrio of Pulo or San Miguel a corporation which will become the owner of
and have the right to control and administer any property belonging to the municipality of
Pasig found within the limits of that barrio. This clearly cannot be permitted. Otherwise
municipalities as now established by law could be deprived of the property which they now
own and administer.

 What the law does not permit cannot be obtained by indirection. The object of the proposed
corporation is clearly repugnant to the provisions of the Municipal Code and the governments
of municipalities as they have been organized thereunder

PILIPINAS SHELL PETROLEUM CORPORATION, PETITIONER, VS. ROYAL FERRY SERVICES, INC.,
RESPONDENT

A corporation is considered a resident of the place where its principal office is located as stated in its
Articles of Incorporation. However, when it is uncontroverted that the insolvent corporation abandoned
the old principal office, the corporation is considered a resident of the city where its actual principal
office is currently found.

Facts
 Royal Ferry Services Inc. (Royal Ferry) is a corporation duly organized and existing under
 Philippine law. According to its Articles of Incorporation, Royal Ferry's principal place of
business is located at Bangkal, Makati City. However, it currently holds office at Intramuros,
Manila.

 Royal Ferry filed a verified Petition for Voluntary Insolvency before the Regional Trial Court of
Manila. It alleged that in 2000, it suffered serious business losses that led to heavy debts.[9]
Efforts to revive the company's finances failed, and almost all assets were either foreclosed or
sold to satisfy the liabilities incurred.

 Moreover, petitioner argued that since respondent's Articles of Incorporation stated that its
principal office was located at 2521 A. Bonifacio St., Bangkal, Makati City. The Petition for
Voluntary Insolvency should have been filed in Makati, not in Manila.

HELD

 Petition for Insolvency was properly filed before the Regional Trial Court of Manila. Wrong
venue is merely a procedural infirmity, not a jurisdictional impediment. Jurisdiction is a
matter of substantive law, while venue is a matter of procedural law. Jurisdiction is conferred
by law, and the Insolvency Law vests jurisdiction in the Court of First Instance—now the
Regional Trial Court.

 The old Insolvency Law provides that in determining the venue for insolvency proceedings,
the insolvent corporation should be considered a resident of the place where its actual place
of business is located six (6) months before the filing of the petition ( RULE ON VENUE DOES
NOT APPLY, INSOLVENCY LAW PROVIDES FOR THE RULE ON VENUE)

 Requiring a corporation to go back to a place it has abandoned just to file a case is the very
definition of inconvenience. There is no reason why an insolvent corporation should be forced
to exert whatever meager resources it has to litigate in a city it has already left.

DAVAO LIGHT & POWER CO., INC., petitioner, vs. THE HON. COURT OF APPEALS,

Facts
 petitioner Davao Light & Power Co., Inc. filed a complaint for damages against private
respondent Francisco Tesorero before the Regional Trial Court of Cebu City, Branch 11.
Docketed as CEB-11578, the complaint prayed for damages in the amount of P11,000,000.00
(dismissed for improper venue)

 The plaintiff being a private corporation undoubtedly Banilad, Cebu City is the plaintiff's
principal place of business as alleged in the complaint and which for purposes of venue is
considered as its residence.

 it is alleged and submitted that the principal office of plaintiff is at "163-165 P. Reyes Street,
Davao City as borne out by the Contract of Lease (Annex 2 of the motion) and another
Contract of Lease of Generating Equipment (Annex 3 of the motion) executed by the plaintiff
with the NAPOCOR.

 It cannot be disputed that petitioner's principal office is in Cebu City, per its amended articles
of incorporation[15] and by-laws.[16] An action for damages being a personal action,[17]
venue is determined pursuant to Rule 4, section 2 of the Rules of Court, to wit:

HELD

 Venue and jurisdiction are entirely distinct matters. Jurisdiction may not be conferred by
consent or waiver upon a court which otherwise would have no jurisdiction over the subject-
matter of an action; but the venue of an action as fixed by statute may be changed by the
consent of the parties and an objection that the plaintiff brought his suit in the wrong county
may be waived by the failure of the defendant to make a timely objection. In either case, the
 court may render a valid judgment.

 A corporation has no residence in the same sense in which this term is applied to a natural
person. But for practical purposes, a corporation is in a metaphysical sense a resident of the
place where its principal office is located as stated in the articles of incorporation

 this Court explained why actions cannot be filed against a corporation in any place where the
corporation maintains its branch offices. The Court ruled that to allow an action to be
instituted in any place where the corporation has branch offices, would create confusion and
work untold inconvenience to said entity.

 The same considerations apply to the instant case. It cannot be disputed that petitioner's
principal office is in Cebu City, per its amended articles of incorporation and by-laws. An
action for damages being a personal action, venue is determined pursuant to Rule 4, section 2
of the Rules of Court, to wit:

Venue of personal actions.- All other actions may be commenced and tried where the plaintiff
or any of the principal plaintiffs resides, or where the defendant or any of the principal
defendants resides, or in the case of a non-resident defendant where he may be found, at the
election of the plaintiff

Clavecilla Radio System v. Antillon, 19 S 379

Facts
 June 22, 1963, the New Cagayan Grocery filed a complaint against the Clavecilla Radio System
alleging, in effect, that on March 12, 1963, the following message, addressed to the former,
was filed at the latter's Bacolod Branch Office for transmittal thru its branch office at Cagayan
de Oro: ( case was dismissed)

 In dismissing the case, the lower court held that the Clavecilla Radio System may be sued
either in Manila where it has its principal office or in Cagayan de Oro City where it may be
served, as in fact it was served, with summons through the Manager of its branch office in
said city. In other words, the court upheld the authority of the city court to take cognizance of
the case.

 In appealing, the Clavecilla Radio System contends that the suit against it should be filed in
Manila where it holds its principal office. The appellee maintain, however, that with the filing
of the action in Cagayan de Oro City, venue was properly laid on the principle that the
appellant may also be served with summons in that city where it maintains a branch office/
HELD

 In appealing, the Clavecilla Radio System contends that the suit against it should be filed in
Manila where it holds its principal office.

 It is clear that the case for damages filed with the city court is based upon tort and not upon a
written contract. Section 1 of Rule 4 of the New Rules of Court, governing venue of actions in
inferior courts, provides in its paragraph (b) (3) that when "the action is not upon a written
contract, then in the municipality where the defendant or any of the defendants resides or
may be served with summons.

 BRANCH OFFICE - that the term "may be served with summons" does not apply when the
defendant resides in the Philippines for, in such case, he may be sued only in the municipality
of his residence, regardless of the place where he may be found and served with summons.
As any other corporation, the Clavecilla Radio System maintains a residence which is Manila in
this case, and a person can have only one residence at a time

Sy v. Tyson Enterprises, 119 S 367

 Facts
 Tyson Enterprises, Inc. filed against John Sy and Universal Parts Supply Corporation in
the Court of First Instance of Rizal, Pasig Branch XXI, a complaint for the collection of
P288,534.58 plus interest, attorney's fees and litigation expenses

 They invoked the provision of section 2(b), Rule 4 of the Rules of Court that personal
actions "may be commenced and tried where the defendant or any of the defendants
resides or may be found, or where the plaintiffs or any of the plaintiffs resides, at the
election of the plaintiff."

 It is alleged in the complaint that John Sy, doing business under the trade name, Universal
Parts Supply, is a resident of Fuentebella Subdivision, Bacolod City and that his co-
defendant, Universal Parts Supply Corporation, allegedly controlled by Sy, is doing
business in Bacolod City.

 Curiously enough, there is no allegation in the complaint as to the office or place of

business of plaintiff Tyson Enterprises, Inc., a firm actually doing business at 1024
Magdalena, now G. Masangkay Street, Binondo, Manila
HELD

 There is no question that the venue was improperly laid in this case. The place of
business of plaintiff Tyson Enterprises, Inc., which for purposes of venue is considered as
its residence (18 C.J.S 583; Clavecilla Radio system vs. Antillon, L-22238, February 18,
1967, 19 SCRA 379), because a corporation has a personality separate and distinct from
that of its officers and stockholders.
 Consequently, the collection suit should have been filed in Manila, the residence of plaintiff
corporation and the place designated in its sales invoice, or it could have been filed also in
Bacolod City, the residence of defendant Sy.

Young Auto Supply v. CA, 223 S 670

Facts
  Young Auto Supply Co. Inc. (YASCO) represented by Nemesio Garcia, its president, Nelson
Garcia and Vicente Sy, sold all of their shares of stock in Consolidated Marketing &
Development Corporation (CMDC) to Roxas. The purchase price was P8,000,000.00 payable as
follows: a downpayment of P4,000,000.00 and the balance of P4,000,000.00 in four post
dated checks of P1,000,000.00 each
 petitioners filed a complaint against Roxas in the Regional Trial Court, Branch 11, Cebu City,
praying that Roxas be ordered to pay petitioners the sum of P3,400,00.00 or that full control
of the three markets be turned over to YASCO and Garcia. The complaint also prayed for the
forfeiture of the partial payment of P4,600,000.00 and the payment of attorney's fees and
costs

 If it was Roxas who sued YASCO in Pasay City and the latter questioned the venue on the
ground that its principal place of business was in Cebu City, Roxas could argue that
YASCO was in estoppel because it misled Roxas to believe that Pasay City was its
principal place of business. But this is not the case before us.
HELD

 The Court of Appeals erred in holding that the venue was improperly laid in Cebu City
 n the Regional Trial Courts, all personal actions are commenced and tried in the province or
city where the defendant or any of the defendants resides or may be found, or where the
plaintiff or any of the plaintiffs resides, at the election of the plaintiff

  The Corporation Code precisely requires each corporation to specify in its articles of
incorporation the "place where the principal office of the corporation is to be located which
must be within the Philippines" (Sec. 14 [3]). The purpose of this requirement is to fix the
residence of a corporation in a definite place, instead of allowing it to be ambulatory.

 With the finding that the residence of YASCO for purposes of venue is in Cebu City, where
 its principal place of business is located, it becomes unnecessary to decide whether
Garcia is also a resident of Cebu City and whether Roxas was in estoppel from
questioning the choice of Cebu City as the venue.

ALHAMBRA CIGAR & CIGARETTE MANUFACTURING COMPANY, INC., petitioner, vs. SECURITIES &
EXCHANGE COMMISSION

May a corporation extend its life by amendment of its articles of incorporation effected during the three-
year statutory period for liquidation when its original term of existence had already expired?

Facts:
 Alhambra Cigar and Cigarette Manufacturing Company, Inc. (hereinafter referred to simply as
Alhambra) was duly incorporated under Philippine laws on January 15, 1912. By its corporate
articles it was to exist for fifty (50) years from incorporation. Its term of existence expired on
January 15, 1962. On that date, it ceased transacting business, entered into a state of
liquidation.

 a new corporation - Alhambra Industries, Inc. - was formed to carry on the business of
Alhambra. Alhambara’s stockholders then entrusted a certain Angel S. Gamboa to take charge
of its liquidation.

 Within Alhambra's three-year statutory period for liquidation - Republic Act 3531 was
enacted into law. It amended Section 18 of the Corporation La and empowered domestic
private corporations to extend their corporate life beyond the period fixed by the articles of
incorporation for a term not to exceed fifty years in any one instance.

 Taking advantage of such enactment, Alhambra’s BOD resolved to amend its AOI to extend
its corporate life for an additional fifty years or a total of 100 years from its incorporation.
(SEC did not allow the amendment on the ground that the term of existence of the corporation
has already expired when the law took effect.)

Held: No. It may not extend its corporate existence upon entering the liquidation stage.

 That Republic Act 3531 stands mute as to when extension of corporate existence may be
made, assumes no relevance. We have already said, in the face of a familiar precept, that a
defunct corporation is bereft of any legal faculty not otherwise expressly sanctioned by law.

 where the extension is by amendment of the articles of incorporation, the amendment must
be adopted before that time (expiration of corporate existence). And, similarly, the filing and
recording of a certificate of extension after that time cannot relate back to the date of the
passage of a resolution by the stockholders in favor of the extension so as to save the life of
the corporation.

 Nowhere in our statute - Section 18, Corporation Law, as amended by Republic Act 3531 - do
we find the word "renew" in reference to the authority given to corporations to protract their
lives. Our law limits itself to extension of corporate existence. And, as so understood,
extension may be made only before the term provided in the corporate charter expires.

Heirs of Antonio Pael vs. CA

MSCI-NACUSIP Local Chapter, petitioner vs. NATIONAL WAGES AND PRODUCTIVITY COMMISSION and
MONOMER SUGAR CENTRAL, INC.,

Facts:
 Asturias Sugar Central, Inc. (ASCI, for brevity), executed a Memorandum of Agreement with
Monomer Trading Industries, Inc. (MTII, for brevity), whereby MTII shall acquire the assets of
ASCI by way of a Deed of Assignment provided that an entirely new organization in place of
MTII shall be organized. a new corporation was organized and incorporated on February 15,
1990 under the corporate name Monomer Sugar Central, Inc. or MSCI,

 MSCI applied for exemption from the coverage of Wage Order No. RO VI-01 issued by the
Board on the ground that it is a distressed employer. Petitioner herein MSCI-NACUSIP Local
Chapter (Union, for brevity), in opposition, maintained that MSCI is not distressed; that
respondent applicant has not complied with the requirements for exemption; and that the
financial statements submitted by MSCI do not reflect the true and valid financial status of
the company
Held:

 MSCI was organized and incorporated on February 15, 1990 with an authorized capital stock
of P60 million, P20 million of which was subscribed. Of the P20 million subscribed capital
stock, P5 million was paid-up

 Power to increase or decrease capital stock; incur, create or increase bonded indebtedness.
No corporation shall increase or decrease its capital stock or incur, create or increase any
bonded indebtedness unless approved by a majority vote of the board of directors and, at a
stockholders' meeting duly called for the purpose, two-thirds (2/3) of the outstanding capital
stock shall favor the increase or diminution of the capital stock, or the incurring, creating or
increasing of any bonded indebtedness.

 the paid-up capital stock of MSCI for the period covered by the application for exemption still
stood at P5 million. The losses, therefore, amounting to P3,400,738.00 for the period
February 15, 1990 to August 31, 1990 impaired MSCI's paid-up capital of P5 million by as
much as 68%. Likewise, the losses incurred by MSCI for the interim period from September 1,
1990, to November 30, 1990, as found by the Commission, per MSCI's quarterly income
statements, amounting to P13,554,337.33 impaired the company's paid-up capital of P5
million by a whopping 271.08%

Notes:
1. Paid up capital - paid-up capital is that portion of the authorized capital stock which has been
both subscribed and paid.
- To illustrate, where the authorized capital stock of a corporation is worth P 1 million and
the total subscription amounts to P250,000.00, at least 25% of this amount, namely,
P62,500.00 must be paid up per Section 13. The latter, P62,500.00, is the paid-up capital
or what should more accurately be termed as "paid-up capital stock.

2. Requirement for exception

- When accumulated losses for the last 2 full accounting periods and interim period, if any,
immediately preceding the effectivity of the Order have impaired by at least 25 percent
the Paid-up capital at the end of the last full accounting period preceding the effectivity of
the Order, in the case of corporations.
ZUELLIG FREIGHT AND CARGO SYSTEMS, Petitioner, - versus - NATIONAL LABOR RELATIONS
COMMISSION AND RONALDO V. SAN MIGUEL, Respondents.

The mere change in the corporate name is not considered under the law as the creation of a new
corporation; hence, the renamed corporation remains liable for the illegal dismissal of its employee
separated under that guise.

Facts:

 San Miguel (previous employee of Zeta now petitioner Zuellig brought a complaint for unfair
labor practice, illegal dismissal, non-payment of salaries and moral damages against the latter
(Zeta / Zuellig). He alleged that he had been a checker/customs representative of Zeta since
December 16, 1985; that in January 1994, he and other employees of Zeta were informed
that Zeta would cease operations, and that all affected employees, including him, would be
separated – that he reluctantly accepted his separation pay subject to the standing offer to be
hired to his former position by petitioner; and that on April 15, 1994, he was summarily
terminated, without any valid cause and due process (on the ground of cessation of
business)

 San Miguel contended that the amendments of the articles of incorporation of Zeta were for
the purpose of changing the corporate name, broadening the primary functions, and
increasing the capital stock; and that such amendments could not mean that Zeta had been
thereby dissolved

 Petitioner countered that San Miguel’s termination from Zeta had been for a cause
authorized by the Labor Code; that its nonacceptance of him had not been by any means
irregular or discriminatory; that its predecessor-in-interest had complied with the
requirements for termination due to the cessation of business operations; that it had no
obligation to employ San Miguel in the exercise of its valid management prerogative;

Held:
 A change in the corporate name does not make a new corporation, whether effected by a
special act or under a general law. It has no effect on the identity of the corporation, or on its
property, rights, or liabilities.

 Zeta and petitioner remained one and the same corporation. The change of name did not give
petitioner the license to terminate employees of Zeta like San Miguel without just or
authorized cause. The situation was not similar to that of an enterprise buying the business of
another company where the purchasing company had no obligation to rehire terminated
employees of the latter.

Petitioner, despite its new name, was the mere continuation of Zeta's corporate being, and
still held the obligation to honor all of Zeta's obligations, one of which was to respect San
Miguel's security of tenure. The dismissal of San Miguel from employment on the pretext
that petitioner, being a different corporation, had no obligation to accept him as its
employee, was illegal and ineffectual.

 The corporation, upon the change of its name, is in no sense a new corporation, nor the
successor of the original corporation. It is the same corporation with different name, and its
character is in no respect change.

Notes:
 The effect of the change of name was not a change of the corporate being, for, as well stated
in Philippine First Insurance Co., Inc. v. Hartigan: 16 “The changing of the name of a
corporation is no more the creation of a corporation than the changing of the name of a
 natural person is begetting of a natural person. The act, in both cases, would seem to be what
the language which we use to designate it imports – a change of name, and not a change of
being.”

REPUBLIC PLANTERS BANK, petitioner, vs. COURT OF APPEALS and FERMIN CANLAS, respondents.

Facts:

 Defendant Shozo Yamaguchi and private respondent Fermin Canlas were President/Chief
Operating Officer and Treasurer respectively, of Worldwide Garment Manufacturing, Inc. By
virtue of a board resolution, both were authorized to apply for credit facilities with the
petitioner Republic Planters Bank in the forms of export advances and letters of credit/trust
receipts accommodations. Petitioner bank issued nine promissory notes.

 On December 20, 1982, Worldwide Garment Manufacturing, Inc. voted to change its
corporate name to Pinch Manufacturing Corporation. After which, petitioner bank filed a
complaint for the recovery of sums of money covered among others, by the nine promissory
notes with interest thereon, plus attorney's fees and penalty charges. The complaint was
originally brought against Worldwide Garment Manufacturing, Inc. inter alia, but it was later
amended to drop Worldwide Manufacturing, Inc. as defendant and substitute Pinch
Manufacturing Corporation in its place

 Worldwide and Shozo failed to file an answer and appear at pre-trial, only Canlas
responded.

 Canlas: he was not an officer of Pinch Manufacturing Corporation, but instead of Worldwide
Garment Manufacturing, Inc., and that when he issued said promissory notes in behalf of
Worldwide Garment Manufacturing, Inc., the same were in blank, the typewritten entries not
appearing therein prior to the time he affixed his signature.
Held:

 The respondent Court made a grave error in holding that an amendment in a corporation's
Articles of Incorporation effecting a change of corporate name, in this case from Worldwide
Garment Manufacturing, Inc. to Pinch Manufacturing Corporation, extinguished the
personality of the original corporation.

 The solidary liability of private respondent Fermin Canlas is made clearer and certain, without
reason for ambiguity, by the presence of the phrase "Joint and several" as describing the
unconditional promise to pay to the order of Republic Planters Bank. A joint and several note
is one in which the makers bind themselves both jointly and individually to the payee so that
all may be sued together for its enforcement, or the creditor may select one or more as the
object of the suit

 The corporation, upon such change in its name, is in no sense a new corporation, nor the
successor of the original corporation. It is the same corporation with a different name, and its
character is in no respect changed. The corporation continues, as before, responsible in its
new name for all debts or other liabilities which it had previously contracted or incurred.

 As a general rule, officers or directors under the old corporate name bear no personal liability
for acts done or contracts entered into by officers of the corporation, if duly authorized.
Inasmuch as such officers acted in their capacity as agent of the old corporation and the
change of name meant only the continuation of the old juridical entity, the corporation
bearing the same name is still bound by the acts of its agents if authorized by the Board.

Notes:
HALL V. PICIO

Facts:
 Petitioners Hall and Respondents signed and acknowledged in Leyte, the articles of
incorporation of the Far Eastern Lumber and Commercial Co., Inc., organized to engage in a
general lumber business
 Immediately after the execution of said articles of incorporation, the corporation proceeded
to do business with the adoption of by-laws and the election of its officers. On a much later
date, (December 2, 1947), the said articles of incorporation were filed in the office of the
Securities and Exchange Commissioner, for the issuance of the corresponding certificate of
incorporation.

 pending action on the articles of incorporation by the aforesaid governmental office, the
respondents filed for the corporation’s dissolution alleging among other things that the Far
Eastern Lumber and Commercial Co. was an unregistered partnership; that they wished to
have it dissolved because of bitter dissension among the members, mismanagement and
fraud by the managers and heavy financial losses.

 The defendants in the suit, namely, C. Arnold Hall and Bradley P. Hall, filed a motion to
dismiss, contesting the court's jurisdiction and the sufficiency of the cause of action (Lower
court ordered the dissolution)

 Contention on Appeal: The court had no jurisdiction in civil case No. 381 to decree the
dissolution of the company, because it being a de facto corporation, dissolution thereof
may only be ordered in a quo warranto proceeding instituted in accordance with section 19
of the Corporation Law.
Held:

 All the parties are informed that the Securities and Exchange Commission has not, so far,
issued the corresponding certificate of incorporation.

All of them know, or ought to know, that the personality of a corporation begins to exist only
from the moment such certificate is issued - not before (sec. 11, Corporation Law). The
complaining associates have not represented to the others that they were incorporated any
more than the latter had made similar representations to them.

 the Far Eastern Lumber and Commercial Co. - even its stockholders - may not probably claim
"in good faith" to be a corporation.

Notes:

 The due incorporation of any corporations claiming in good faith to be a corporation under
this Act and its right to exercise corporate powers shall not be inquired into collaterally in any
private suit to which the corporation may be a party,
MISSIONARY SISTERS OF OUR LAWDY OF FATIMA vs. ALZONA

Facts:

Held: (Petitioner is a Corporation by estoppel); donation although initially defective was ratified

 Petitioner filed its Articles of Incorporation and by-laws on August 28, 2001. However, the SEC
issued the corresponding Certificate of Incorporation only on August 31, 2001, two (2) days
after Purificacion executed a Deed of Donation on August 29, 2001. Clearly, at the time the
donation was made, the Petitioner cannot be considered a corporation de facto.

 The attendant circumstances reveals that it calls for the application of the doctrine of
corporation by estoppel as provided for under Section 21 of the Corporation Code.

 The doctrine of corporation by estoppel is founded on principles of equity and is designed to

prevent injustice and unfairness. It applies when a non-existent corporation enters into
contracts or dealings with third persons. In which case, the person who has contracted or
otherwise dealt with the non-existent corporation is estopped to deny the latter's legal
existence in any action leading out of or involving such contract or dealing.

 In this controversy, Purificacion dealt with the petitioner as if it were a corporation. This is
evident from the fact that Purificacion executed two (2) documents conveying her properties
in favor of the petitioner

 The doctrine of corporation by estoppel rests on the idea that if the Court were to disregard
the existence of an entity which entered into a transaction with a third party, unjust
enrichment would result as some form of benefit have already accrued on the part of one of
the parties.

Notes
 Jurisprudence settled that "[t]he filing of articles of incorporation and the issuance of the
certificate of incorporation are essential for the existence of a de facto corporation." 38 In
fine, it is the act of registration with SEC through the issuance of a certificate of
incorporation that marks the beginning of an entity's corporate existence.

 Sec. 21. Corporation by estoppel. - All persons who assume to act as a corporation knowing it
to be without authority to do so shall be liable as general partners for all debts, liabilities and
damages incurred or arising as a result thereof: Provided, however, That when any such
ostensible corporation is sued on any transaction entered by it as a corporation or on any tort
committed by it as such, it shall not be allowed to use as a defense its lack of corporate
personality.

 Section 21 applies as long as there is no fraud

 n this controversy, while the initial conveyance is defective, the genuine intent of Purificacion
to donate the subject properties in favor of the petitioner is indubitable. Also, while the
petitioner is yet to be incorporated, it cannot be said that the initial conveyance was tainted
with fraud or misrepresentation.
INTERNATIONAL EXPRESS TRAVEL & TOUR SERVICES, INC., petitioner, vs. HON. COURT OF APPEALS,

Facts


Held

 We cannot agree with the view of the appellate court and the private respondent that the
Philippine Football Federation came into existence upon the passage of these laws. Nowhere
can it be found in R.A. 3135 or P.D. 604 any provision creating the Philippine Football
Federation. These laws merely recognized the existence of national sports associations and
provided the manner by which these entities may acquire juridical personality.

 NOT PROVEN: before an entity may be considered as a national sports association, such
entity must be recognized by the accrediting organization, the Philippine Amateur Athletic
Federation under R.A. 3135, and the Department of Youth and Sports Development under
P.D. 604.

 Any person acting or purporting to act on behalf of a corporation which has no valid existence
assumes such privileges and becomes personally liable for contract entered into or for other
acts performed as such agent.[14] As president of the Federation, Henri Kahn is presumed to
have known about the corporate existence or non-existence of the Federation.

Notes
 The application of the doctrine applies to a third party only when he tries to escape liability
on a contract from which he has benefited on the irrelevant ground of defective
incorporation. in the case at bar, the petitioner is not trying to escape liability from the
contract but rather is the one claiming from the contract.

LIM TONG LIM, petitioner, vs. PHILIPPINE FISHING GEAR INDUSTRIES, INC, respondent.

Facts

Held

 it is clear that Chua, Yao and Lim had decided to engage in a fishing business, which they
started by buying boats worth P3.35 million, financed by a loan secured from Jesus Lim who
was petitioner's brother

 The partnership extended not only to the purchase of the boat, but also to that of the nets
and the floats. The fishing nets and the floats, both essential to fishing, were obviously
acquired in furtherance of their business. It would have been inconceivable for Lim to involve
himself so much in buying the boat but not in the acquisition of the aforesaid equipment,
without which the business could not have proceeded.

 It is difficult to disagree with the RTC and the CA that Lim, Chua and Yao decided to form a
corporation. Although it was never legally formed for unknown reasons, this fact alone does
not preclude the liabilities of the three as contracting parties in representation of it. Clearly,
 under the law on estoppel, those acting on behalf of a corporation and those benefited by it,
knowing it to be without valid existence, are held liable as general partners.

Application of Corporation by Estoppel

 However, having reaped the benefits of the contract entered into by persons with whom he
previously had an existing relationship, he is deemed to be part of said association and is
covered by the scope of the doctrine of corporation by estoppel.

Notes

 Verily, as found by the lower courts, petitioner entered into a business agreement with Chua
and Yao, in which debts were undertaken in order to finance the acquisition and the
upgrading of the vessels which would be used in their fishing business. The sale of the boats,
as well as the division among the three of the balance remaining after the payment of their
loans, proves beyond cavil that F/B Lourdes, though registered in his name, was not his own
property but an asset of the partnership.


LOYOLA GRAND VILLAS HOMEOWNERS (SOUTH) ASSOCIATION, INC., petitioner vs. HON. COURT OF
APPEALS

Facts

 Loyala Grand Villas Homeowners Association Inc. was organized in 1983 as the association of
homeowners and residents of the Loyola Grand Villas. (Home Insurance and Guaranty
Corporation )

 For unknown reasons, however, LGVHAI did not file its corporate by-laws.

 In 1988, the officers of the LGVHAI tried to register its by-laws. They failed to do so. To the
officers' consternation, they discovered that there were two other organizations within the
subdivision the North Association and the South Association.

 In 1989, HIGC informed him that LGVHAI had been automatically dissolved for two reasons.
First, it did not submit its by-laws within the period required by the Corporation Code and,
second, there was non-user of corporate charter because HIGC had not received any report
on the association's activities.

Held

 As to failure to file by-laws

" It necessarily follows that failure to file the by-laws within that period does not imply the
"demise" of the corporation. By-laws may be necessary for the "government" of the
corporation but these are subordinate to the articles of incorporation as well as to the
Corporation Code and related statutes.

 Here can be no automatic corporate dissolution simply because the incorporators failed to
abide by the required filing of by-laws embodied in Section 46 of the Corporation Code. There
is no outright "demise" of corporate existence. Proper notice and hearing are cardinal
components of due process in any democratic institution, agency or society.