94. RELIGIOUS CORPORATIONS 24.01. KINDS (Sec. 107, RCCP) fee a) \ Corporation sole — special form of corporation, usually associated with the 7 one person only and his successors, W: clergy and consists of are in- corporated by law to give some legal capacities and advantages; and b) \ Religious societies — non-stock corporation formed by a religious society, group, diocese, synod or district of any religious denomination, sect, or church after getting the approval of 2/3 of its members (Sec. 114, RCCP). 1) The By-Laws of the religious corporation may provide that the member may be expelled or removed without prior notice. This is justified under Section 90 of the RCCP which states that termination of membership may be in the manner provided in the Articles or By-laws. If no notice is provided in the By-Laws, the members are bound because they consented thereto when they became members. Consequently, where any member of a religious corporation is expelled from the membership for espousing doctrines and teachings contrary to that of his church, such action is conclusive on the Court (Alfredo Long v. Lydia Basa, G.R. Nos. 134963-64, September 27, 2001).Db) °) d) e) nue sou PORATION Je is one that is formed fo, Comporati’ aministering and managing ag tyy"® purpose waits, properties and temporalities ee, ws gious enomination, a or church : any reign” op, bishop, priest, minister, rap: chief arch der of such religious denon" other presi ch (Sec. 108, RCCP; 2006 Bar), tity — A corporation sole does not h tionalit an a nationality but for purposes of applying a nationalization laws, nationality is determineg not by the nationality of its head, but by the ha tionality of the members constituting the ee in the Philippines. Thus, the Roman Catholic Church can acquire land in the Philippines even it is headed by the Pope (Roman Catholic Apostolic ae Registration Commission, 102 Phil, (1) The opinion of the SEC is that for reg. istered corporation sole, it can acquire land if its members constitute at least 60% Filipinos (SEC Opinion, August 8, 1994) (2012 Bar). i of Separation of Members — members of - iain left and who formed a separate reli ip are not entitled to any right over the properties of their f fie pera ir former sect (Cafiete v. CA, 171 Conversion to Corporation A\ ate, A ee wa may be pee Gl 2 corpe- eee Sea fe (Religious corporation) throu conamen ent of its Articles of Incorporation corponmence of 2/3 of the members of te sees sole (and not merely by the head of ofthe Aree Stee) is necessary for the amendmett 70, GR es of Incorporation (IEMELIF 0 Bis? Dison ; . No, 184088, July 6, 2010). of ean — by filing a verified declarate ae lution Stating: (1) the name nm; (2) reason for dissolution’ ofB. Revised Corporation Code of the Phy ‘ 337 (Republic Act No, 11239), SPPines authorization for the dissoluti religious denomination, sector chaste pea and addresses of the persons who will supervise Ssolution and winding up (Sec. 113 RCCP) f) Sale i Mortgage of Properties —the sale or mort- gage of the properties administered by the corpo- of rules, ie ee mortpage can be made by secur- ing an order from the Regional Tri Meee) ‘sional Trial Court (Sec. 95, ONE PERSON CORPORATION 25.01. DEFINITION — A One Person Corporation is a corporation with a single stockholder (Sec. 116, RCCP). a) Only a natural person, trust, or an estate may form a One Person Corporation (Ibid.). b) The following cannot be a One Person Corporation: (1) Banks and quasi-banks, preneed, trust, insurance, public and publicly-listed companies, and non-chartered government- owned and controlled corporations; (2) A natural person who is licensed to exercise a profession may not organize as a One Person Corporation (OPC for short) for the purpose of exercising such profession except as otherwise provided under special laws. ©) Separate Personality. The OPC has a personality separate and distinct from the single stockholder. 1) Limited Liability. However, while the single stockholder’s liability is also limited to his investment, a sole shareholder claiming limited liability has the burden of affirmatively showing that the corporation was adequately financed (Sec. 130, RCCP), 2) When Jointly and Severally Liable. Where the single stockholder cannot prove that the25.02. 25.03. of the OPC is independent Il Prop eolder’s personal property, the set st der shall be jointly and severally lage e the debts and other liabilities of theo ne (Sec. 130, RCCP). ercing the Veil. The Principles of Piercin 3) Le areata veil applies with equal for, 8 to OPC as with other corporations (Seo, 130 RCCP). Articles of Incorporation (Secs. 118 and 119, RCcp), ‘An OPC is not required to file By-Laws but is required to file Articles of Incorporation in accordance with the requirements under Section 14. The Articles shall likewise substantially contain the following: 1) _ Ifthe single stockholder is a trust or an estate, the name, nationality, and residence of the trustee, administrator, executor, guardian, conservator, custodian, or other person exercising fiduciary duties together with the proof of such authority to act on behalf of the trust or estate; and 2) Name, nationality, residence of the nominee and alternate nominee, and the extent, coverage and limitation of the authority. (The consent of the nominee shall be attached) coe and Alternate Nominee — the person eee by the single stockholder who shall, in the take the the single stockholder’s death or incapacity, shall i Place of the single stockholder as director and re Non a8® the corporation’s affairs (Sec. 124, RCP). Withdrawn? must consent and such consent may be incapagg, Wtiting any time before the death or “Y of the single stockholder (Ibid). dy - tm of the nominee is: (a) In case oi vary incapacity, he shall sit as director pnage the OPC’s a until the stockholder, o actldetermination, regains the capacity ssume such duties; (b) In case of death or ‘anent incapacity — the nominee shall2) II — BUSINESS ORGANIZATIONS p.ralined Corporation Code-of Ne Philippines oo 7 (Republic Act No. 11232) manage the OPC’s affairs until i of the single stockholder have ell eis determined, and the heirs have designated one of them or have agreed that the estate shal] be the single stockholder of the OPC (Sec, 125, RCCP), i The single stockholder May, at any time without submitting to the SEC the names of the new nominees and their corres, dis it consent (Sec. 126, RCCP). acelin tenten 25.04. DIRECTORS AND OFFICERS a) b) ) Director and President. The single stockholder shall be the sole director and president of the OPC (Sec. 121, RCCP). Other Officers. Within fifteen (15) days from the issuance of its certificate of incorporation, the OPC shall appoint a treasurer, corporate secre- tary, and other officers as it may deem necessary, and notify the SEC thereof within five (5) days from appointment (Sec. 122, RCCP). 1) The single stockholder may not be appointed as the corporate secretary (Sec. 122, RCCP). 2) A single stockholder who is likewise the self-appointed treasurer shall give a bond (two-year term) to the SEC with undertak- ing in writing to faithfully administer the One Person Corporation’s funds to be re- ceived as treasurer, and to disburse and in- vest the same according to the Articles of Incorporation as approved by the SEC (Sec. 122, RCCP). i i Secretary Special Functions of the Corporate t Gee 123, RCCP). — In addition to the functions designated by the OPC, the corporate secretary shall:HO + ie EE i itainin; sponsible for main: 8 the, . Doe ee and /or records of the corporagin My ify the nominee or alternate na 2) Nae or incapacity of the single 7 holder, which notice shall be Biven ne , than five (5) days from such Occurrenge tify the SEC of the death Of the « pease within five (5) days from Be occurrence and stating in such Notie, names, residence addresses, ae details of all known legal heirs; and ct 3) 4) Call the nominee or alternate Tominge and the known legal heirs to a Meetin and advise the legal heirs with regard 7 among others, the election of a new directo, amendment of the Articles of Incorporation, and other ancillary and/or consequential matters. 25.05. MINUTES A One Person Corporation shall maintain a Minutes Book, which shall contain all actions, decisions, and resolutions taken by the One Person Corporation (Sec. 127, RCCP). a) Records in Lieu of Meetings. — When action is needed on any matter, it shall be sufficient to Prepare a written resolution, signed and dated by the single stockholder, and recorded in the Min- utes Book of the OPC. The date of recording in the Minutes Book shall be deemed to be the date of the meeting for all Purposes under the RCCP (Sec. 128, RCCP), 25.06. REPORTORIAL REQUIREMENTS (Sec. 129, RCCP): The OPC shall submit the following within such period as the SEC May prescribe: u Annual financial statements audited by 4" t. independent certified public acces *ception: if the total assets or total liala) eer a ge AAHIONS B. Revised Corporation Code of the Philippines oa (Republic Act No. 11232) of the corporation are less {J i Thousand Pesos (600,000.00) nes statements shall be certified under oath the corporation’s treasurer and president; 7 2) A report containing explanations or com- ments by the president on every qualifica- tion, reservation, or adverse remark or dis- claimer made by the auditor in the latter’s report; 3) Adisclosure of all self-dealings and related party transactions entered into between the One Person Corporation and the single stockholder; and 4) Other reports as the SEC may require. Delinquency. The SEC may place the corporation under delinquent status should the corporation fail to submit the reportorial requirements three (3) times, consecutively or intermittently, within a period of five (5) years. 507. CONVERSION a) b) Conversion from an Ordinary Corporation to an OPC. — When a single stockholder acquires all the stocks of an ordinary stock corporation, the latter may apply for conversion into an OPC. The One Person Corporation converted from an ordinary stock corporation shall succeed the lat- ter and be legally responsible for all the latter’s outstanding liabilities as of the date of conversion (Sec. 131, RCCP). Conversion from an OPC to an Ordinary Stock Corporation, — An OPC may be converted into an ordinary stock corporation after due notice to the SEC of such fact and of the circumstances leading to the conversion, and after compliance with all other requirements for stock corporations under the RCCP and applicable rules. Such notice shall be filed with the SEC (Sec. 132, RCCP).