Opinion No. 14-18 RE: Perpetual Corporate Term of Existence

SEC.Building, EDSA, Greenhills, Mandaluyong City Securities and Exchange Commission Republic of the Philippines Department of Finance

No. 1 Central Ave., New Era, Quezon City. Philippines 1107 Head Legal Counsel Iglesia ni Cristo (Church of Christ) Legal Department Atty.Glicerio P. Santos IV SEC OGC Opinion No. 14-18 10 July 2014

Dear Atty. Santos:

Herbosa and which was referred to this office for the issuance of an opinion. You request confirmation of your view that the corporate term of the Iglesia ni Cristo (Church of Christ) (Church) is perpetual based on the following grounds: This refers to your letter dated 30 June 2014 addressed to Chairperson Teresita J.

1. Both the Corporation Law (Act 1459) and the Corporation Code of the Philippines (Batas Pambansa Blg. 68) do not provide for a term of existence of religious corporations;

2. The Articles of Incorporation of the Church does not provide for any corporate term; and

3. It was not the intention of Bro. Felix Y. Manalo' to limit the existence of the Church when he caused its registration with the government on July 27, 1914.

Bureau of Commerce, Division Archives, Patents, Copyright and Trade Marks, Executive Office on 27 July 1914. The purpose of the Church is for the religious worship and the dissemination and propagation of the Christian faith and teachings as they are written in the Holy Scriptures. You stated that the Church is a religious corporation duly registered with the

We opine as follows:

Church was incorporated on 27 July 1914.2 While the present Corporation Code provides articles of incorporation under the old Corporation Law, the applicable law when the The corporate term of a religious corporation is not required to be specified in its

2 Certificate of Corporate Filing/Information dated 26 February 2007. ! Bro. Felix Y. Manalo is the Church's first Exec utive Minister or Presiding Elder.

Page 2 of 2 Re: Perpertual Corporate Term of Existence

a term for corporations in general, this does not apply to religious corporations.3 The Corporation Code has specific provisions for religious corporations, set out in Title XIII on Special Corporations, particularly on Sections 110 and 116, both of which do not provide for a term of existence of religious corporations, whether classified as corporation sole or religious society.4 The law never intended to limit the corporate life of religious corporations. Hence, they may be allowed to exist perpetually.

specification, it shall be understood that the corporation intended to exist for an indefinite period.. providing a specific term in their articles of incorporation. However, absent such It must also be noted that religious corporations may limit their corporate term by

term specified in its articles of incorporation. Here, the corporate term of the Church is perpetual since there is no corporate

solely to the particular issues raised therein. It shall likewise be understood that the This Opinion is based solely on the facts disclosed in the query and relevant

foregoing shall not be used in the nature of a standing rule binding upon the Commission in other cases or upon the courts. If, upon investigation, it will be disclosed that the facts relied upon are different, this opinion shall be rendered void

Please be guided accordingly.

Very truly yours,

CAMMOSM CORREA W

C crm General Counsel

6 Ibid. 3SEC Opinion No. 04-11 dated 10 January 2011 addressed to Atty. Francis Dignadice. Ibid. Ibid., citing SEC Opinion dated 23 October 1995 addressed to the United Evangelical Church of the Philippines, SEC Opinion dated 15 May 1991 addressed to Atty. Eduardo D. Estores, and SEC Opinion dated 10 December 1981 addressed to Benjamin Teodoro.