TOPIC SPECIAL CORPORATIONS: CORPORATION
SOLE
ROMAN CATHOLIC APOSTOLIC CHURCH VS. LRC
(102 PHIL 596)
FACTS
Mateo Rodis executed a Deed of Sale in favor of the Roman
Catholic Apostolic Administrator of Davao, Inc., with Mgr.
Clovit Thibault, a Canadian citizen, as actual incumbent.
When the deed of sale was presented to the Register of Deeds
of Davao for registration, the latter required the corporation to
submit an affidavit declaring that 60% of the members thereof
were Filipino citizens.
Entertaining some doubts as to the registrability of the deed of
sale, the Register of Deeds referred the matter to the Land
Registration Commission which held that by virtue of the
provisions of Sec. 1 and 5 of Art. 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% of the capital, property, or assets of the Roman Catholic
Apostolic Administrator of Davao, Inc. was actually owned or
controlled by Filipino citizens.
ISSUES
Whether the corporation sole may register the property
transferred.
HELD
YES. In solving the problem thus submitted to our
consideration, We can say the following: A corporation sole is
a special form of corporation usually associated with the
clergy. Conceived and introduced into the common law by
sheer necessity, this legal creation which was referred to as
"that unhappy freak of English law" was
designed to facilitate the exercise of the functions of
ownership carried on by the clerics for and on behalf of the
church which was regarded as the property owner.
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.
That leaves no room for doubt that the bishops or archbishops,
as the case may be, as corporation's sole are merely
administrators of the church properties that come to their
possession, in which they hold in trust for the church. It can
also be said that while it is true that church
properties could be administered by a natural person, problems
regarding succession to said properties cannot be avoided to
rise upon his death. Through this legal fiction, however,
church properties acquired by the incumbent of a corporation
sole pass, by operation of
law, upon his death not his personal heirs but to his successor
in office.
It could be seen, therefore, that a corporation sole is created
not only to administer the temporalities of the church or
religious society where he belongs but also to hold and
transmit the same to his successor in said
office. If the ownership or title to the properties do not pass to
the administrators, who are the owners of church properties.
TOPIC SPECIAL CORPORATIONS: CORPORATION
SOLE
DIRECTOR VS. CA (158 SCRA 568
FACTS
Private respondent Iglesia Ni Cristo applied with the CFI of
Cavite for registration of a parcel of land which it claimed to
have acquired by virtue of a Deed of Absolute Sale from
Aquelina de la Cruz, alleging that the applicant and its
predecessors-in-interest have been in actual, continuous,
public, peaceful and adverse possession and
occupation of the said land for more than 30 years, which was
opposed by the Government as represented by the Director of
Lands. The CFI and the CA ruled in favor of INC.
ISSUES
Whether the registration of the land should be upheld
HELD
As observed at the outset, had this case been resolved
immediately after it was submitted for decision, the result may
have been quite adverse to private respondent. For the rule
then prevailing under the case of Manila Electric Company v.
Castro-Bartolome et al., 114 SCRA 799, reiterated in Republic
v. Villanueva, 114 SCRA 875 as
well as the other subsequent cases involving private
respondent adverted to above', is that a juridical person,
private respondent in particular, is disqualified under the 1973
Constitution from applying for registration in its name
alienable public land, as such land ceases to be
public land "only upon the issuance of title to any Filipino
citizen claiming it under section 48[b]" of Commonwealth Act
No. 141, as amended. These are precisely the cases cited by
petitioner in support of its theory of disqualification.
TOPIC SPECIAL CORPORATIONS: CORPORATION
SOLE
REPUBLIC VS. IAC (168 SCRA 165)
FACTS
The ROMAN CATHOLIC BISHOP of Lucena, represented
by Msgr. Jose T. Sanchez, filed an application for
1
confirmation of title to 4 parcels of land which were said to
have been obtained either by purchase or donation dating as
far back as 1928, which was granted by the CFI. Against this
decision, the Solicitor General filed a Motion for
reconsideration on the following grounds:

(1) Article XIV, Section 11 of the New Constitution (1973)

disqualifies a private corporation from acquiring alienable
lands for the public domain;
(2) In the case at bar the application was filed after the
effectivity on the New Constitution on January 17, 1973;
which was denied by the lower court for lack of merit.
Still insisting of the alleged unconstitutionality of the
registration (a point which, incidentally, the appellant never
raised in the lower court prior to its Motion for
Reconsideration), the Republic elevated this appeal, and
the IAC affirmed the lower court’s decision.

ISSUES

Whether or not a corporation sole should be treated as an

ordinary private corporation, for purpose of the application of
Art. XIV, Sec. 11 of the 1973 Constitution.

HELD

In 1980, which developed, affirmed and reaffirmed the

doctrine that open, exclusive and undisputed possession of
alienable public land for the period prescribed by law creates
the legal fiction whereby the land, upon completion of the
requisite period ipso jure and without the need of judicial or
other sanction, ceases to be public land and becomes' private
property. DIRECTOR OF LANDS vs. IAC, supra, p. 518).

No proof being admissable to overcome a conclusive

presumption, confirmation proceedings would, in truth be little
more than a formality, at the most limited to ascertaining
whether the possession claimed is of the required character
and length of time, and registration thereunder would not
confer title, but simply recognize a title already vested.
We can say the following: A corporation sole is a special form
of corporation usually associated with the clergy. . A
corporation sole consists of one person only, and his
successors (who will always be one at a time), Pertinent to this
case is the provision of Sec. 113 Batas Pambansa Blg. 68
which reads as follows:
Sec. 113. Acquisition and alienation of property. — Any
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….