Corporation Sole
Revised Corporation Code
SEC. 108. 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.
SEC. 109. Articles of incorporation. – In order to become a corporation sole, the chief archbishop,
bishop, priest, minister, rabbi or presiding elder of any religious denomination, sect or church must
file with the Commission articles of incorporation setting forth the following:
(a) That the applicant chief archbishop, bishop, priest, minister, rabbi, or presiding elder
represents the religious denomination, sect, or church which desires to become a
corporation sole;
(b) That the rules, regulations and discipline of the religious denomination, sect or church
are consistent with becoming a corporation sole and do not forbid it;
(c) That such chief archbishop, bishop, priest, minister, rabbi, or presiding elder is charged
with the administration of the temporalities and the management of the affairs, estate and
properties of the religious denomination, sect or church within the territorial jurisdiction, so
described succinctly in the articles of incorporation;
(d) The manner by which any vacancy occurring in the office of chief archbishop, bishop,
priest, minister, rabbi, or presiding elder is required to be filled, according to the rules,
regulations or discipline of the religious denomination, sect or church; and
(e) The place where the principal office of the corporation sole is to be established and
located, which place must be within the territory of the Philippines.
The articles of incorporation may include any other provision not contrary to law for the
regulation of the affairs of the corporation.
SEC. 110. Submission of the Articles of Incorporation. – The articles of incorporation must be
verified, by affidavit or affirmation of the chief archbishop, bishop, priest, minister, rabbi, or
presiding elder, as the case may be, and accompanied by a copy of the commission, certificate of
election or letter of appointment of such chief archbishop, bishop, priest, minister, rabbi, or
presiding elder, duly certified to be correct by any notary public.
From and after filing with the Commission of the said articles of incorporation, verified by affidavit
or affirmation, and accompanied by the documents mentioned in the preceding paragraph, such
chief archbishop, bishop, priest, minister, rabbi, or presiding elder shall become a corporation sole
and all temporalities, estate and properties of the religious denomination, sect or church
theretofore administered or managed as such chief archbishop, bishop, priest, minister, rabbi, or
presiding elder shall be personally held in trust as a corporation sole, for the use, purpose, exclusive
benefit and on behalf of the religious denomination, sect or church, including hospitals, schools,
colleges, orphan asylums, parsonages, and cemeteries thereof.
SEC. 111. Acquisition and Alienation of Property. – A 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 Regional Trial Court of the
province where the property is situated upon proof that the notice of the application for leave to
sell or mortgage has been made through publication or as directed by the Court, and that it is in the
interest of the corporation that leave to sell or mortgage 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 govern, and the intervention of the courts shall not be necessary.
SEC. 112. 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 upon filing a copy of their
commission, certificate of election, or letters of appointment, duly certified by any notary public
with the Commission.
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 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 shall exercise all the powers and authority of the
corporation sole during such vacancy.
SEC. 113. Dissolution. – A corporation sole may be dissolved and its affairs settled voluntarily by
submitting to the Commission a verified declaration of dissolution, setting forth:
(a) The name of the corporation;
(b) The reason for dissolution and winding up;
(c) The authorization for the dissolution of the corporation by the particular religious denomination,
sect or church; and
(d) 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 Commission, the corporation shall cease to
carry on its operations except for the purpose of winding up its affairs.
