Revised Corporation Code: Title XIII, Chapter II – Religious Corporations

TITLE XIII – SPECIAL CORPORATIONS

CHAPTER II – RELIGIOUS CORPORATIONS

Section 107. Classes of Religious Corporations. – Religious corporations may be incorporated by one (1) or more persons. Such corporations may be classified into corporations sole and religious societies.

Religious corporations shall be governed by this Chapter and by the general provisions on nonstock corporations insofar as applicable.

Section 108. Corporation Sole. – For the purpose of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church, 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.

Section 109. Articles of Incorporation. – 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 Commission articles of incorporation setting forth the following:

• (a) 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;
• (b) 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;
• (c) 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;
• (d) The manner by which any vacancy occurring in the office of the 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,
• (e) 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 provision not contrary to law for the regulation of the affairs of the corporation.

Section 110. Submission of the Articles of Incorporation. – The articles of incorporation must be verified, by affidavit or affirmation of the chief archbishop, bishop, priest, minister, rabbi, or presiding elder, as the case may be, and accompanied by a copy of the commission, certificate of election or letter of appointment of such chief archbishop, bishop, priest, minister, rabbi, or presiding elder, duly certified to be correct by any notary public,

From and after filing with the Commission of the said articles of incorporation, verified by affidavit or affirmation, and accompanied by the documents mentioned in the preceding paragraph, such chief archbishop, bishop, priest, minister, rabbi, or presiding elder shall become a corporation sole and all temporalities, estate and properties of the religious denomination, sect or church theretofore administered or managed as such chief archbishop, bishop, priest, minister, rabbi, or presiding elder shall be personally held in trust as a corporation sole, for the use, purpose, exclusive benefit and on behalf of the religious denomination, sect or church, including hospitals, schools, college, orphan asylums, parsonages, and cemeteries thereof.

Section 111. 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. 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. The application for leave to sell or mortgage must be made by the petition, duly verified, by the chief archbishop, bishop, priest, minister, rabbi, or presiding elder acting as a corporation sole, and may be opposed by any member if the religious denomination, sect or church represented by the corporation sole: Provided, That 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.

Section 112. Filing of Vacancies. –  The successors in office of any chief archbishop, bishop, priest, minister, rabbi, or presiding elder in a corporation sole shall become the corporation sole on their accession to office and shall be permitted to transact business as such upon filing a copy of their commission, certificate of election, or letters of appointment, duly certified by any notary public with the Commission.

During any vacancy in the officer of the chief archbishop, bishop, priest, minister, rabbi, or presiding elder of any religious denomination, sect or church incorporated as a corporation sole, the person or persons authorized by the rules, regulations or discipline of the religious denomination, sect or church represented by the corporation sole to administer the temporalities and manage the affairs, estate, and properties of the corporation sole shall exercise all the powers and authority of the corporation sole during such vacancy.

Section 113. Dissolution. – A corporation sole may be dissolved and its affairs settled voluntarily by submitting to the Commission a verified declaration of dissolution, setting forth:

• (a) The name of the corporation;
• (b) The reason for dissolution and winding up;
• (c) The authorization for the dissolution of the corporation by the particular religious denomination, sect or church; and
• (d) The names and addresses of the person who are to supervise the winding up of the affairs of the corporation.

Upon approval of such declaration of dissolution by the Commission, the corporation shall cease to carry on its operations except for the purpose of winging up its affairs.

Section 114.  Religious Societies. – Unless forbidden by competent authority, the Constitution, pertinent rules, regulations, or discipline od the religious denomination, sect or church of which it is a part, any religious society, religious order, diocese, or synod, or district organization of any religious denomination, sect, church may upon written consent and/ or by an affirmative vote at a meeting called for the purpose of at least two-thirds (2/3) of its membership, incorporation for the administration of its temporalities or for the management of its affairs, properties, and estate by filing with the Commission, articles of incorporation verified by the affidavit of the presiding elder, secretary, or clerk or other member of such religious society or religious order, or diocese, synod, or district organization of the religious denomination, sect or church, setting forth the following:

• (a) That the religious society or religious order, or diocese, synod, or district organization is a religious organization of a religious denomination, sect or church;
• (b) That at least two-thirds (2/3) of its membership has given written consent or has voted to incorporate, at a duly convened meeting of the body;
• (c) That the incorporation of the religious society or religious order, or diocese, synod, or district organization is not forbidden by competent authority or by the Constitution, rules, regulations or discipline of the religious denomination, sect or church of which it forms part;
• (d) That the religious society or religious order, or diocese, synod, or district organization desires to incorporate for the administration of its affairs, properties and estate;
• (e) The place within the Philippines where the principal office of the corporation is to be established and located; and, (f) The names, nationalities, and residence addresses of the trustees, not less than five (5) nor more than fifteen (15), elected by the religious society or religious order, or the diocese, synod, or district organization to serve for the first year or such other period as may be prescribed by the laws of the religious society or religious order, or the diocese, synod, or district organization.

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