MANILA, Philippines – The Supreme Court affirmed the Court of Appeals decision allowing the Iglesia Evangelica Metodista En Las Islas Filipinas Inc. (IEMELIF) to be converted from a corporation sole into a corporation aggregate by mere amendment of its articles of incorporation.
In a 13-page decision, the high court’s 2nd division through Associate Justice Roberto A. Abad said that per Section 109 of the Corporation Code, the change may be done by applying the general provisions of the Code on non-stock corporations. Thus the Court ruled that although the IEMELIF was originally a corporation sole, the amendment of its articles of incorporation must still have the concurrence of at least two-thirds of its membership, as provided by the Code, a requisite which evidence shows the church was able to obtain.
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 of or church,” while a corporation aggregate is one formed by two or more persons for the same purpose, the high court explained.
It noted that the IEMELIF “worked out the amendment of its articles of incorporation upon the initiative and advice of the Securities and Exchange Commission (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 corporation law, the SEC’s prior action on the IEMELIF issue should be accorded great weight.”
The case stemmed from the petition for the declaration of nullity of the amended articles of incorporation, filed by a faction of the IEMELIF which did not support the conversion of the church. The faction claimed that a complete shift of the IEMELIF’s status as a corporation sole to a corporation aggregate required a complete dissolution of the existing corporation sole followed by a re-incorporation.
http://newsinfo.inquirer.net/breakingnews/nation/view/20100712-280679/SC-OKs-church-groups-conversion-to-corporate-entity
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