RELIGIOUS AND EDUCATIONAL CORPORATIONS

 Classes:

o 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.

o Religious Societies. – Unless forbidden by competent authority, the Constitution,

pertinent rules, regulations, or discipline of the religious denomination, sect or church of
which it is a part, any religious society, religious order, diocese, synod, or district
organization of any religious denomination, sect or 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, incorporate 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 of the diocese, synod, or
district organization.

 Educational Corporation - A stock or non-stock corporation organized for educational purposes.

 One Person Corporation. – A One Person Corporation is a corporation with a single stockholder:
Provided, that only a natural person, trust, or an estate may form a One Person Corporation.

Banks and quasi-banks, pre-need, trust, insurance, public and publicly-listed companies, and non-
chartered government-owned and -controlled corporations may not incorporate as One Person
Corporations: Provided, further, That a natural person who is licensed to exercise a profession may not
organize as a One Person Corporation for the purpose of exercising such profession except as otherwise
provided under special laws.

(A One Person Corporation shall not be required to have a minimum authorized capital stock except as
otherwise provided by special law)

FOREIGN CORPORATION

 Concept - Those formed, organized, or existing under any laws other than those of the
Philippines and whose laws allow Filipino citizens and corporations to do business in its own
country or state [Sec. 140].

 Test

 Concept of “Doing Business” and license requirement

The concept of "doing business" implies a continuity of commercial dealings and arrangements and the
performance of acts/works/exercise of some of the functions normally incident to the purpose or object
of a foreign corporation’s organization. [Mentholatum Co., Inc. v. Mangaliman, 72 Phil. 525 (1941)]

Every foreign corporation, which on the date of the effectivity of this Code, is authorized to do business
in the Philippines under a license issued to it, shall continue to have such authority under the terms and
conditions of its license, subject to the provisions of this Code and other special laws [Sec 141, RCC].

Requisites for issuance of a license - a foreign corporation shall submit:

1. A copy of its articles of incorporation and bylaws, certified in accordance with law, and

2. Their translation to an official language of the Philippines, if necessary. [Sec 142, RCC]

SEC. 142. Application for a License. – A foreign corporation applying for a license to transact business in
the Philippines shall submit to the Commission a copy of its articles of incorporation and bylaws, certified
in accordance with law, and their translation to an official language of the Philippines, if necessary. The
application shall be under oath and, unless already stated in its articles of incorporation, shall specifically
set forth the following:

(a) The date and term of incorporation;

(b) The address, including the street number, of the principal office of the corporation in the
country or State of incorporation;

(c) The name and address of its resident agent authorized to accept summons and process in all
legal proceedings and all notices affecting the corporation, pending the establishment of a
local office;

(d) The place in the Philippines where the corporation intends to operate

(e) The specific purpose or purposes which the corporation intends to pursue in the transaction
of its business in the Philippines: Provided, That said purpose or purposes are those
specifically stated in the certificate of authority issued by the appropriate government
agency;

(f) The names and addresses of the present directors and officers of the corporation;

(g) A statement of its authorized capital stock and the aggregate number of shares which the
corporation has authority to issue, itemized by class, par value of shares, shares without par
value, and series, if any;
 (h) A statement of its outstanding capital stock and the aggregate number of shares which the
corporation has issued, itemized by class, par value of shares, shares without par value, and
series, if any;

(i) A statement of the amount actually paid in; and

(j) Such additional information as may be necessary or appropriate in order to enable the
Commission to determine whether such corporation is entitled to a license to transact
business in the Philippines, and to determine and assess the fees payable.

 Regular Foreign Investment Negative List

 Effect of being issued a license

Upon issuance of the license, such foreign corporation may commence to transact business in the
Philippines and continue to do so for as long as it retains its authority to act as a corporation under the
laws of the country or State of its incorporation, unless such license is:

(a) surrendered

(b) revoked

(c) suspended, or

(d) annulled in accordance with this Code or other special laws. [Sec. 143, RCC]