Iglesia Evangelica Vs Bishop Lazaro

9/13/2019 SUPREME COURT REPORTS ANNOTATED VOLUME 624
Judgment reversed and set aside, accused-appellant Noel

Catentay acquitted.
Note.—The failure of the police to comply with the

procedure in the custody of the seized drugs raises doubts
as to its origins. (People vs. Dela Cruz, 568 SCRA 273
[2008])
——o0o——
G.R. No. 184088. July 6, 2010.*
IGLESIA EVANGELICA METODISTA EN LAS ISLAS

FILIPINAS (IEMELIF) (Corporation Sole), INC., REV.
NESTOR PINEDA, REV. ROBERTO BACANI,
BENJAMIN BORLONGAN, JR., DANILO SAUR,
RICHARD PONTI, ALFREDO MATABANG and all the
other members of the IEMELIF TONDO
CONGREGATION of the EMELIF CORPORATION SOLE,
petitioners, vs. BISHOP NATHANAEL LAZARO,
REVERENDS HONORIO RIVERA, DANIEL
MADUCDOC, FERDINAND MERCADO, ARCADIO
CABILDO, DOMINGO GONZALES, ARTURO LAPUZ,
ADORABLE MANGALINDAN, DANIEL VICTORIA and
DAKILA CRUZ, and LAY LEADER LINGKOD
MADUCDOC and CESAR DOMINGO, acting individually
and as members of the Supreme Consistory of Elders and
those claiming under the Corporation Aggregate,
respondents.
Corporation Law; Court Distinguished a Corporation Sole

from a Corporation Aggregate.—Religious corporations are
governed by Sections 109 through 116 of the Corporation Code. In
a 2009 case involving IEMELIF, the Court distinguished a
corporation sole from a corporation aggregate. Citing Section 110
of the Corporation Code, the Court said that a corporation sole is
“one formed by the chief archbishop, bishop, priest, minister,
rabbi or other presiding elder of
_______________
* SECOND DIVISION.
http://www.central.com.ph/sfsreader/session/0000016d29657eb1b0be8395003600fb002c009e/t/?o=False 1/15
225
VOL. 624, JULY 6, 2010 225
Iglesia Evangelista Metodism En Las Islas Filipinas (IEMELIF)

(Corporation Sole), Inc. vs. Lazaro
a religious denomination, sect, or church, for the purpose of

administering or managing, as trustee, the affairs, properties
and temporalities of such religious denomination, sect or church.”
A corporation aggregate formed for the same purpose, on the
other hand, consists of two or more persons.
Same; Same; The Corporation Code provides no specific
mechanism for amending the articles of incorporation of a corpo-
ration sole; Section 109 of the Corporation Code allows the appli-
cation to religious corporations of the general provisions governing
non-stock corporations.—True, the Corporation Code provides no
specific mechanism for amending the articles of incorporation of a
corporation sole. But, as the RTC correctly held, Section 109 of
the Corporation Code allows the application to religious
corporations of the general provisions governing non-stock
corporations.
Same; Same; Although a non-stock corporation has a
personality that is distinct from those of its members who
established it, its articles of incorporation cannot be amended
solely through the action of its board of trustees; The amendment
needs the concurrence of at least two-thirds of its membership.—
Although a non-stock corporation has a personality that is distinct
from those of its members who established it, its articles of
incorporation cannot be amended solely through the action of its
board of trustees. The amendment needs the concurrence of at
least two-thirds of its membership. If such approval mechanism is
made to operate in a corporation sole, its one member in whom all
the powers of the corporation technically belongs, needs to get the
concurrence of two-thirds of its membership. The one member,
here the General Superintendent, is but a trustee, according to
Section 110 of the Corporation Code, of its membership.
Same; Securities and Exchange Commission (SEC);
Considering its experience and specialized capabilities in the area
of corporation law, the Securities and Exchange Commission’s
(SEC’s) prior action on the Iglesia Evangelica Metodista En Las
Islas Filipinas (IEMELIF) issue should be accorded great weight.
—As the CA noted, the IEMELIF worked out the amendment of
its articles of incorporation upon the initiative and advice of the
SEC. The latter’s interpretation and application of the
Corporation Code is entitled to respect and recognition, barring
any divergence from applicable laws. Considering its experience

and specialized capabilities in the area of
226
226 SUPREME COURT REPORTS ANNOTATED

corporation law, the SEC’s prior action on the IEMELIF issue

should be accorded great weight.
CARPIO, J., Separate Concurring Opinion:
Corporation Law; Distinction between a Corporation Sole and
a Corporation Aggregate.—As its designation implies, a
corporation sole “consists of a single member.” It consists of one
person only, and his successors (who will always be one at a time)
in some particular station, incorporated by law to be given some
legal capacities and advantages, particularly that of perpetuity, so
that the successor becomes the corporation on the person’s death
or resignation. A corporation aggregate, on the other hand, is a
religious corporation composed of two or more persons. The
creation of a corporation aggregate or religious society is
sanctioned by Section 116 of the Corporation Code.
Same; Securities and Exchange Commission; As a trustee, a
corporation sole can exercise such corporate powers as may be
necessary to carry out its duties of administering and managing
the affairs, properties and temporalities of the religious
organization provided that such powers are not inconsistent with
the law and the Constitution.—Section 110 of the Corporation
Code provides that a corporation sole administers and manages,
as trustee, the affairs, properties and temporalities of the
religious denomination, sect or church. As a trustee, a corporation
sole can exercise such corporate powers as maybe necessary to
carry out its duties of administering and managing the affairs,
properties and temporalities of the religious organization,
provided that such powers are not inconsistent with the law and
the Constitution. One of the powers authorized under Section 36
of the Corporation Code is the power to amend the articles of
incorporation.
Same; Same; The lack of specific provision on amendments of
articles of incorporation of a corporation sole calls for the
suppletory application of relevant provisions on non-stock
corporations.—As pointed out in the majority opinion, Section 109
of the Code allows the application to religious corporations of the
general provisions governing non-stock corporations, insofar as
they may be applicable. The lack of specific provision on
amendments of articles of incorporation of a corporation sole calls

for the suppletory application of relevant provisions on non-stock
corporations.
227
VOL. 624, JULY 6, 2010 227

Same; Same; A corporation sole, as the lone trustee and

member of the corporation, can amend its articles of incorporation.
—Section 16 requires the majority vote of the board of trustees
and the vote or written assent of at least two-thirds of the
members of a non-stock corporation. Applying this, a
corporation sole, as the lone trustee and member of the
corporation, can amend its articles of incorporation.
Same; Same; The votes of those members are not necessary in
amending the articles of incorporation of the corporation sole, the
vote of the latter being sufficient in effecting the amendment.—The
religious denomination, sect or church represented by the
corporation sole has members who are distinct and different from
the member of the corporation sole. The members of the religious
organization should not be considered for purposes of Section 16.
Thus, the votes of those members are not necessary in amending
the articles of incorporation of the corporation sole, the vote of the
latter being sufficient in effecting the amendment.
Same; Same; Once the conversion from corporation sole to
corporation aggregate is perfected, the provisions of the
Corporation Code specifically designed for a corporation sole cease
to apply to the corporation aggregate.—It bears emphasizing that
once the conversion from corporation sole to corporation aggregate
is perfected, the provisions of the Corporation Code specifically
designed for a corporation sole cease to apply to the corporation
aggregate, and the latter shall be governed by the relevant
provisions on non-stock or even stock corporations.
PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.
The facts are stated in the opinion of the Court.
Benjamin V. Aritao for petitioners.
Elmer G. Pedregosa for respondents.
ABAD, J.:
The present dispute resolves the issue of whether or not
a corporation may change its character as a corporation
sole
228

Iglesia Evangelista Metodism En Las Islas Filipinas
(IEMELIF) (Corporation Sole), Inc. vs. Lazaro
into a corporation aggregate by mere amendment of its

articles of incorporation without first going through the
process of dissolution.
The Facts and the Case
In 1909, Bishop Nicolas Zamora established the

petitioner Iglesia Evangelica Metodista En Las Islas
Filipinas, Inc. (IEMELIF) as a corporation sole with Bishop
Zamora acting as its “General Superintendent.” Thirty-nine
years later in 1948, the IEMELIF enacted and registered a
by-laws that established a Supreme Consistory of Elders
(the Consistory), made up of church ministers, who were to
serve for four years. The by-laws empowered the
Consistory to elect a General Superintendent, a General
Secretary, a General Evangelist, and a Treasurer General
who would manage the affairs of the organization. For all
intents and purposes, the Consistory served as the
IEMELIF’s board of directors.
Apparently, although the IEMELIF remained a
corporation sole on paper (with all corporate powers
theoretically lodged in the hands of one member, the
General Superintendent), it had always acted like a
corporation aggregate. The Consistory exercised
IEMELIF’s decision-making powers without ever being
challenged. Subsequently, during its 1973 General
Conference, the general membership voted to put things
right by changing IEMELIF’s organizational structure
from a corporation sole to a corporation aggregate. On May
7, 1973 the Securities and Exchange Commission (SEC)
approved the vote. For some reasons, however, the
corporate papers of the IEMELIF remained unaltered as a
corporation sole.
Only in 2001, about 28 years later, did the issue
reemerge. In answer to a query from the IEMELIF, the
SEC replied on April 3, 2001 that, although the SEC
Commissioner did not in 1948 object to the conversion of
the IEMELIF into a corporation aggregate, that conversion
was not properly carried out
229
VOL. 624, JULY 6, 2010 229

and documented. The SEC said that the IEMELIF needed

to amend its articles of incorporation for that purpose.1
Acting on this advice, the Consistory resolved to convert
the IEMELIF to a corporation aggregate. Respondent
Bishop Nathanael Lazaro, its General Superintendent,
instructed all their congregations to take up the matter
with their respective members for resolution.
Subsequently, the general membership approved the
conversion, prompting the IEMELIF to file amended
articles of incorporation with the SEC. Bishop Lazaro filed
an affidavit-certification in support of the conversion.2
Petitioners Reverend Nestor Pineda, et al., which
belonged to a faction that did not support the conversion,
filed a civil case for “Enforcement of Property Rights of
Corporation Sole, Declaration of Nullity of Amended
Articles of Incorporation from Corporation Sole to
Corporation Aggregate with Application for Preliminary
Injunction and/or Temporary Restraining Order” in
IEMELIF’s name against respondent members of its
Consistory before the Regional Trial Court (RTC) of
Manila.3 Petitioners claim that a complete shift from
IEMELIF’s status as a corporation sole to a corporation
aggregate required, not just an amendment of the
IEMELIF’s articles of incorporation, but a complete
dissolution of the existing corporation sole followed by a re-
incorporation.
Unimpressed, the RTC dismissed the action in its
October 19, 2005 decision.4 It held that, while the
Corporation Code on Religious Corporations (Chapter II,
Title XIII) has no provision governing the amendment of
the articles of incorporation of a corporation sole, its
Section 109 provides that religious corporations shall be
governed additionally “by the provisions on non-stock
corporations insofar as they may be applicable.”
_______________
1 Rollo, p. 36.
2 Id., at pp. 575-576.
3 Docketed as Civil Case 03-018777.
4 Rollo, pp. 76-89.
230

The RTC thus held that Section 16 of the Code5 that

governed amendments of the articles of incorporation of
non-stock corporations applied to corporations sole as well.
What IEMELIF needed to authorize the amendment was
merely the vote or written assent of at least two-thirds of
the IEMELIF membership.
Petitioners Pineda, et al. appealed the RTC decision to
the Court of Appeals (CA).6 On October 31, 2007 the CA
rendered a decision,7 affirming that of the RTC. Petitioners
moved for reconsideration, but the CA denied it by its
resolution of August 1, 2008,8 hence, the present petition
for review before this Court.
The Issue Presented
The only issue presented in this case is whether or not

the CA erred in affirming the RTC ruling that a
corporation sole may be converted into a corporation
aggregate by mere amendment of its articles of
incorporation.
_______________
5 Sec. 16. Amendment of Articles of Incorporation.—Unless otherwise

prescribed by this Code or by special law, and for legitimate purposes, any
provision or matter stated in the articles of incorporation may be amended
by a majority vote of the board of directors or trustees and the vote or
written assent of the stockholders representing at least two-thirds (2/3) of
the outstanding capital stock, without prejudice to the appraisal right of
dissenting stockholders in accordance with the provisions of this Code, or
the vote or written assent of at least two-thirds (2/3) of the members if it
be a non-stock corporation.
6 Docketed as CA-G.R. SP 92640.
7 Rollo, pp. 32-43; penned by Associate Justice Portia Aliño-
Hormachuelos, with the concurrence of Associate Justices Lucas P.
Bersamin (now an Associate Justice of this Court) and Estela M. Perlas-
Bernabe.
8 Id., at pp. 45-46; penned by Associate Justice Portia Aliño-
Hormachuelos, with the concurrence of Associate Justices Lucas P.
Bersamin (now an Associate Justice of this Court) and Estela M. Perlas-
Bernabe.
231
VOL. 624, JULY 6, 2010 231

The Court’s Ruling

Petitioners Pineda, et al. insist that, since the
Corporation Code does not have any provision that allows a
corporation sole to convert into a corporation aggregate by
mere amendment of its articles of incorporation, the
conversion can take place only by first dissolving
IEMELIF, the corporation sole, and afterwards by creating
a new corporation in its place.
Religious corporations are governed by Sections 109
through 116 of the Corporation Code. In a 2009 case
involving IEMELIF, the Court distinguished a corporation
sole from a corporation aggregate.9 Citing Section 110 of
the Corporation Code, the Court said that a corporation
sole is “one formed by the chief archbishop, bishop, priest,
minister, rabbi or other presiding elder of a religious
denomination, sect, or church, for the purpose of
administering or managing, as trustee, the affairs,
properties and temporalities of such religious
denomination, sect or church.” A corporation aggregate
formed for the same purpose, on the other hand, consists of
two or more persons.
True, the Corporation Code provides no specific
mechanism for amending the articles of incorporation of a
corporation sole. But, as the RTC correctly held, Section
109 of the Corporation Code allows the application to
religious corporations of the general provisions governing
non-stock corporations.
For non-stock corporations, the power to amend its
articles of incorporation lies in its members. The code
requires two-thirds of their votes for the approval of such
an amendment. So how will this requirement apply to a
corporation sole that has technically but one member (the
head of the religious organization) who holds in his hands
its broad corporate powers over the properties, rights, and
interests of his religious organization?
_______________
9 Iglesia Evangelica Metodista en las Islas Filipinas, Inc. v. Juane, G.R.

No. 172447, September 18, 2009, 600 SCRA 555.
232


Although a non-stock corporation has a personality that

is distinct from those of its members who established it, its
articles of incorporation cannot be amended solely through
the action of its board of trustees. The amendment needs
the concurrence of at least two-thirds of its membership. If
such approval mechanism is made to operate in a
corporation sole, its one member in whom all the powers of
the corporation technically belongs, needs to get the
concurrence of two-thirds of its membership. The one
member, here the General Superintendent, is but a trustee,
according to Section 110 of the Corporation Code, of its
membership.
There is no point to dissolving the corporation sole of one
member to enable the corporation aggregate to emerge
from it. Whether it is a non-stock corporation or a
corporation sole, the corporate being remains distinct from
its members, whatever be their number. The increase in
the number of its corporate membership does not change
the complexion of its corporate responsibility to third
parties. The one member, with the concurrence of two-
thirds of the membership of the organization for whom he
acts as trustee, can self-will the amendment. He can, with
membership concurrence, increase the technical number of
the members of the corporation from “sole” or one to the
greater number authorized by its amended articles.
Here, the evidence shows that the IEMELIF’s General
Superintendent, respondent Bishop Lazaro, who embodied
the corporation sole, had obtained, not only the approval of
the Consistory that drew up corporate policies, but also
that of the required two-thirds vote of its membership.
The amendment of the articles of incorporation, as
correctly put by the CA, requires merely that a) the
amendment is not contrary to any provision or requirement
under the Corporation Code, and that b) it is for a
legitimate purpose. Section 17 of the Corporation Code10
provides that amend-
_______________
10 Sec. 17. Grounds when articles of incorporation or amendment

may be rejected or disapproved.—The Securities and Exchange
233
VOL. 624, JULY 6, 2010 233

ment shall be disapproved if, among others, the prescribed

form of the articles of incorporation or amendment to it is
not observed, or if the purpose or purposes of the
corporation are patently unconstitutional, illegal, immoral,
or contrary to government rules and regulations, or if the
required percentage of ownership is not complied with.
These impediments do not appear in the case of IEMELIF.
Besides, as the CA noted, the IEMELIF worked out the
amendment of its articles of incorporation upon the
initiative and advice of the SEC. The latter’s interpretation
and application of the Corporation Code is entitled to
respect and recognition, barring any divergence from
applicable laws. Considering its experience and specialized
capabilities in the area
_______________
Commission may reject the articles of incorporation or disapprove any

amendment thereto if the same is not in compliance with the
requirements of this Code: Provided, That the Commission shall give the
incorporators a reasonable time within which to correct or modify the
objectionable portions of the articles or amendment. The following are
grounds for such rejection or disapproval:
1. That the articles of incorporation or any amendment thereto is not

substantially in accordance with the form prescribed herein;
2. That the purpose or purposes of the corporation are patently
unconstitutional, illegal, immoral, or contrary to government rules and
regulations;
3. That the Treasurer’s Affidavit concerning the amount of capital
stock subscribed and/or paid if false;
4. That the percentage of ownership of the capital stock to be owned
by citizens of the Philippines has not been complied with as required by
existing laws or the Constitution.
No articles of incorporation or amendment to articles of incorporation of
banks, banking and quasi-banking institutions, building and loan
associations, trust companies and other financial intermediaries,
insurance companies, public utilities, educational institutions, and other
corporations governed by special laws shall be accepted or approved by the
Commission unless accompanied by a favorable recommendation of the
appropriate government agency to the effect that such articles or
amendment is in accordance with law.
234


of corporation law, the SEC’s prior action on the IEMELIF

issue should be accorded great weight.
WHEREFORE, the Court DENIES the petition and
AFFIRMS the October 31, 2007 decision and August 1,
2008 resolution of the Court of Appeals in CA-G.R. SP
92640.
SO ORDERED.
Nachura, Peralta and Mendoza, JJ., concur.

Carpio (Chairperson), J., See Separate Concurring
Opinion.
SEPARATE CONCURRING OPINION

CARPIO, J.:
I concur in the result of the majority opinion that
IEMELIF, a corporation sole, may be converted into a
corporation aggregate by a mere amendment of its articles
of incorporation. However, I maintain that the amendment
can be effected by the corporation sole without the
concurrence of two-thirds of the members of the religious
denomination, sect or church that the corporation sole
represents.
Section 110 of the Corporation Code1 defines a
corporation sole as one formed by the chief archbishop,
bishop, priest, minister, rabbi or other presiding elder of a
religious denomination, sect or church for the purpose of
administering and managing, as trustee, the affairs,
property and temporalities of such religious denomination,
sect or church. It is a special form of corporation designed
to facilitate the exercise of the functions of ownership
carried on by the clerics for and on behalf of the church
which is regarded as the property owner.2
_______________
1 Batas Pambansa Blg. 68.

2 The Roman Catholic Apostolic Administration of Davao, Inc. v. The
Land Registration Commission and the Register of Deeds of Davao City,
102 Phil. 596, 603 (1957).
235
VOL. 624, JULY 6, 2010 235

As its designation implies, a corporation sole “consists of

a single member.”3 It consists of one person only, and his
successors (who will always be one at a time) in some
particular station, incorporated by law to be given some
legal capacities and advantages, particularly that of
perpetuity, so that the successor becomes the corporation
on the person’s death or resignation.4
A corporation aggregate, on the other hand, is a
religious corporation composed of two or more persons.5
The creation of a corporation aggregate or religious society
is sanctioned by Section 116 of the Corporation Code.
To convert a corporation sole to a corporation aggregate
is to increase corporate membership from one to two or
more, and to transfer the duties of administering and
managing the affairs, properties and temporalities of the
religious entity, from one to several trustees. I agree with
the majority opinion that the conversion can be done
through a mere amendment of the articles of incorporation
of the corporation sole. No dissolution of the corporation is
necessary. The resulting changes from such a conversion,
carried out in accordance with law, will not affect the
corporation’s responsibilities to third parties.
The majority opinion, however, holds that the
amendment of the articles of incorporation can be executed
by the corporation sole, albeit with the concurrence of at
least two thirds of the members of the religious entity.
_______________
3 Iglesia Evangelica Metodista En Las Islas Filipinas (IEMELIF), Inc.

v. Juane, G.R. Nos. 172447 and 179404, 18 September 2009, 600 SCRA
555.
4 The Roman Catholic Apostolic Administration of Davao, Inc. v. The
Land Registration Commission and the Register of Deeds of Davao City,
supra note 2; 66 Am. Jur. 2d Religious Societies § 3; Doe v. Gelineau, 732
A.2d 43 (1999).
5 Iglesia Evangelica Metodista En Las Islas Filipinas (IEMELIF), Inc.
v. Juane, supra note 3.
236

I do not subscribe to this view.

First, Section 110 of the Corporation Code provides that
a corporation sole administers and manages, as trustee, the
affairs, properties and temporalities of the religious

denomination, sect or church. As a trustee, a corporation
sole can exercise such corporate powers as maybe
necessary to carry out its duties of administering and
managing the affairs, properties and temporalities of the
religious organization, provided that such powers are not
inconsistent with the law and the Constitution. One of the
powers authorized under Section 36 of the Corporation
Code is the power to amend the articles of incorporation.6
Second, as pointed out in the majority opinion, Section
109 of the Code allows the application to religious
corporations of the general provisions governing non-stock
corporations, insofar as they may be applicable. The lack of
specific provision on amendments of articles of
incorporation of a corporation sole calls for the suppletory
application of relevant provisions on non-stock
corporations. Thus, Section 16 of the Code applies, to wit:
“Sec. 16. Amendment of Articles of Incorporation.—Unless

otherwise prescribed by this Code or by special law, and for
legitimate purposes, any provision or matter stated in the articles
of incorporation may be amended by a majority vote of the board of
directors or trustees and the vote or written assent of the
stockholders representing at least two-thirds (2/3) of the
outstanding capital stock, without prejudice to the appraisal right
of dissenting stockholders in accordance with the provisions of
this Code, or the vote or written assent of at least two-thirds (2/3)
of the members if it be a non-stock corporation.
_______________
6 Section 36 of the Corporation Code provides: “Every corporation incorporated

under this Code has the power and capacity: x x x 4. To amend its articles of
incorporation in accordance with the provisions of this Code; x x x 11. To exercise
such other powers as may be essential or necessary to carry out its purpose or
purposes as stated in the articles of incorporation.”
237
VOL. 624, JULY 6, 2010 237

x x x” (Italics supplied)
The majority opinion holds that applying the above

provision, amendment can be made by the corporation sole
with the concurrence of at least two-thirds of the members
of the religious organization it represents.
I do not agree. Section 16 requires the majority vote of

the board of trustees and the vote or written assent of at
least two-thirds of the members of a non-stock corporation.
Applying this, a corporation sole, as the lone trustee
and member of the corporation, can amend its
articles of incorporation.
Section 16 refers to the members of the corporation.
Again, in the case of a corporation sole, there is only one
member—the chief archbishop, bishop, priest, minister,
rabbi or presiding elder—who is also the trustee of the
corporation.
The religious denomination, sect or church represented
by the corporation sole has members who are distinct and
different from the member of the corporation sole. The
members of the religious organization should not be
considered for purposes of Section 16. Thus, the votes of
those members are not necessary in amending the articles
of incorporation of the corporation sole, the vote of the
latter being sufficient in effecting the amendment.
It bears emphasizing that once the conversion from
corporation sole to corporation aggregate is perfected, the
provisions of the Corporation Code specifically designed for
a corporation sole cease to apply to the corporation
aggregate, and the latter shall be governed by the relevant
provisions on non-stock or even stock corporations.7
_______________
7 Section 87 of the Corporation Code provides that “the provisions

governing stock corporations, when pertinent, shall be applicable to non-
stock corporations x x x.”
238

For instance, the rules on the sale of properties of a

corporation sole are governed by Section 113 of the Code.8
The corporation sole may sell or mortgage real properties
held by it in accordance with the rules, regulations and
discipline of the religious denomination, sect or church
concerned. It is only in the absence of such rules that court
intervention becomes necessary, and real properties are
sold or mortgaged by obtaining an order from the Regional
Trial Court of the province where the property is situated.
On the other hand, the sale or other disposition of all or
substantially all of the properties and assets of a

corporation aggregate shall be governed by Section 40 of
the Code which applies to stock and non-stock corporations.
Under this section, the sale, lease, exchange,
_______________
8 Section 133 of the Corporation Code provides:

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. Such
corporation may sell or mortgage real property held by it by
obtaining an order for that purpose from the Court of First Instance
of the province where the property is situated upon proof made to
the satisfaction of the court that notice of the application for leave
to sell or mortgage has been given by publication or otherwise in
such manner and for such time as said court may have directed,
and that it is to the interest of the corporation that leave to sell or
mortgage should be granted. The application for leave to sell or
mortgage must be made by petition, duly verified, by the chief
archbishop, bishop, priest, minister, rabbi or presiding elder acting
as corporation sole, and may be opposed by any member of 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 control, and the intervention of the
courts shall not be necessary.
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9/13/2019 SUPREME COURT REPORTS ANNOTATED VOLUME 624

Judgment reversed and set aside, accused-appellant Noel

Note.—The failure of the police to comply with the

G.R. No. 184088. July 6, 2010.*

IGLESIA EVANGELICA METODISTA EN LAS ISLAS

Corporation Law; Court Distinguished a Corporation Sole

VOL. 624, JULY 6, 2010 225

Iglesia Evangelista Metodism En Las Islas Filipinas (IEMELIF)

a religious denomination, sect, or church, for the purpose of

any divergence from applicable laws. Considering its experience

226 SUPREME COURT REPORTS ANNOTATED

Iglesia Evangelista Metodism En Las Islas Filipinas (IEMELIF)

corporation law, the SEC’s prior action on the IEMELIF issue

amendments of articles of incorporation of a corporation sole calls

VOL. 624, JULY 6, 2010 227

Iglesia Evangelista Metodism En Las Islas Filipinas (IEMELIF)

Same; Same; A corporation sole, as the lone trustee and

PETITION for review on certiorari of the decision and

228 SUPREME COURT REPORTS ANNOTATED

into a corporation aggregate by mere amendment of its

The Facts and the Case

In 1909, Bishop Nicolas Zamora established the

VOL. 624, JULY 6, 2010 229

and documented. The SEC said that the IEMELIF needed

230 SUPREME COURT REPORTS ANNOTATED

The RTC thus held that Section 16 of the Code5 that

The Issue Presented

The only issue presented in this case is whether or not

5 Sec. 16. Amendment of Articles of Incorporation.—Unless otherwise

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The Court’s Ruling

9 Iglesia Evangelica Metodista en las Islas Filipinas, Inc. v. Juane, G.R.

232 SUPREME COURT REPORTS ANNOTATED

Iglesia Evangelista Metodism En Las Islas Filipinas

Although a non-stock corporation has a personality that

10 Sec. 17. Grounds when articles of incorporation or amendment

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Iglesia Evangelista Metodism En Las Islas Filipinas

ment shall be disapproved if, among others, the prescribed

Commission may reject the articles of incorporation or disapprove any

1. That the articles of incorporation or any amendment thereto is not

234 SUPREME COURT REPORTS ANNOTATED

Iglesia Evangelista Metodism En Las Islas Filipinas

of corporation law, the SEC’s prior action on the IEMELIF

Nachura, Peralta and Mendoza, JJ., concur.

SEPARATE CONCURRING OPINION

1 Batas Pambansa Blg. 68.

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As its designation implies, a corporation sole “consists of

3 Iglesia Evangelica Metodista En Las Islas Filipinas (IEMELIF), Inc.

236 SUPREME COURT REPORTS ANNOTATED

I do not subscribe to this view.

affairs, properties and temporalities of the religious

“Sec. 16. Amendment of Articles of Incorporation.—Unless

6 Section 36 of the Corporation Code provides: “Every corporation incorporated

VOL. 624, JULY 6, 2010 237

The majority opinion holds that applying the above

I do not agree. Section 16 requires the majority vote of

7 Section 87 of the Corporation Code provides that “the provisions