Article 34p. 34

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

situated; but before the order is issued; proof must be

made to the satisfaction of the court that notice of the

application for leave to mortgage or sell 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 mortgage or sell

should be granted. The application for leave to mortgage

or sell 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. (159a)

SECTION 114. Filling 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 on

the filing with the Securities and Exchange Commission

of a copy of their commission, certificate of election, or

letters of appointment duly certified by any notary public.

During any vacancy in the office of 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 and

empowered 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 during the vacancy shall exercise all the

powers and authority of the corporation sole during such

vacancy. (158a)

SECTION 115. Dissolution . — A corporation sole may

be

dissolved

and

its

affairs

settled

voluntarily

by

submitting to the Securities and Exchange Commission a

verified declaration of dissolution.

The declaration of dissolution shall set forth:

1. The name of the corporation;

2. The reason for dissolution and winding up;

3.

The

authorization

for

the

dissolution

of

the

corporation by the particular religious denomination, sect

or church;

4. The names and addresses of the persons who are

to

supervise

the

winding

up

of

the

affairs

of

the

corporation.

Upon approval of such declaration of dissolution by

the

Securities

and

Exchange

Commission,

the

corporation shall cease to carry on its operations except

for the purpose of winding up its affairs. (n)

SECTION 116. Religious Societies . — Any religious

society or religious order, or any diocese, synod, or district

organization

of

any

religious

denomination, sect, or

church,

unless

forbidden

by

the

constitution,

rules,

regulations, or discipline of the religious denomination,

sect or church of which it is a part, or by competent

authority,

may,

upon

written

consent

and/or

by an

affirmative vote at a meeting called for the purpose of

two-thirds (2/3) of its membership, incorporate for the

administration

of

its

temporalities

or

for

the

management of its affairs, properties and estate by filing

with the Securities and Exchange 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:

1. That the religious society or religious order, or

diocese, synod, or district organization is a religious

organization of some religious denomination, sect, or

church;

2.That two-thirds (2/3) of its membership have given

their written consent or have voted to incorporate at a

duly convened meeting of the body;

3. That the incorporation of the religious society or

religious order, or diocese, synod, or district organization

desiring to incorporate 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 a part;

4. 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;

5.

The

place

where

the

principal

office

of

the

corporation is to be established and located, which place

must be within the Philippines; and

6. The names, nationalities, and residences of the

trustees 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 of

the diocese, synod, or district organization, the board of

trustees to be not less than five (5) nor more than fifteen

(15). (160a)

TITLE XIV Dissolution

SECTION

117.

Methods

of

Dissolution .

—

A

corporation formed or organized under the provisions of

this Code may be dissolved voluntarily or involuntarily. (n)

SECTION

118.

Voluntary

Dissolution

where

no

Creditors

are

Affected .

—

In

case

dissolution of a

corporation does not prejudice the rights of any creditor

having a claim against such corporation, then such

dissolution may be effected by majority vote of the board

of directors or trustees, and by a resolution duly adopted

by the affirmative vote of the stockholders owning at

least two-thirds (2/3) of the outstanding capital stock or of

at least two-thirds (2/3) of the members at a meeting to

be held on the call of the directors or trustees after

publishing the notice of the time, place and object of the

meeting for three (3) consecutive weeks in a newspaper

published in the place where the principal office of said

corporation is located; and if no newspaper is published

in such place, then in a newspaper of general circulation

in the Philippines, and after sending such notice to each

stockholder or member either by registered mail or

personal delivery at least thirty (30) days prior to said

meeting.

A

copy

of

the

resolution

authorizing

the

dissolution shall be certified by a majority of the board of

directors or trustees and countersigned by the secretary

of

the

corporation.

The

Securities

and

Exchange

Commission

shall

thereupon

issue the certificate of

dissolution. (62a)

SECTION 119. Voluntary Dissolution where Creditors

are Affected . — Where the dissolution of a corporation

may prejudice the rights of any creditor, a petition for

dissolution

of

a

corporation shall be filed with the

Securities and Exchange Commission. The petition shall

be signed by a majority of its board of directors or

trustees or other officers having the management of its

affairs, verified by its president or secretary or one of its

directors or trustees, and shall set forth all claims and

demands against it, and that its dissolution was resolved

upon

by

the

affirmative

vote

of

the

stockholders

representing at least two-thirds (2/3) of the outstanding

capital

stock

or

by

at

least

two-thirds (2/3) of the

members at a meeting of its stockholders or members

called for that purpose.

If the petition is sufficient in form and substance, the

Commission, by an order reciting the purpose of the

petition, shall fix a date on or before which objections

thereto may be filed by any person, which date shall not

be less than thirty (30) days nor more than sixty (60) days

© Compiled by RGL

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