G.R. No.

L-8451

December 20, 1957

THE ROMAN CATHOLIC APOSTOLIC ADMINISTRATOR OF

DAVAO, INC., petitioner, vs. THE LAND REGISTRATION
COMMISSION and THE REGISTER OF DEEDS OF DAVAO
CITY, respondents.
Facts:
Mateo L. Rodis, a Filipino citizen and resident of the City of Davao,
executed a deed of sale of a parcel of land in favor of the Roman
Catholic Apostolic Administrator of Davao Inc., a corporation sole
organized and existing in accordance with Philippine Laws, with
Msgr. Clovis Thibault, a Canadian citizen, as actual incumbent.
When the deed of sale was presented to Register of Deeds of
Davao for registration, the latter having in mind a previous
resolution of the Fourth Branch of the CFI of Manila wherein the
Carmelite Nuns of Davao were made to prepare an affidavit to the
effect that 60% of the members of their corporation were Filipino
citizens when they sought to register in favor of their congregation
of deed of donation of a parcel of landrequired said corporation
sole to submit a similar affidavit declaring that 60% the members
thereof were Filipino citizens.
Roman (vendee), in a letter, expressed willingness to submit an
affidavit, both not in the same tenor as that made the Progress of
the Carmelite Nuns because the two cases were not similar, for
whereas the congregation of the Carmelite Nuns had five
incorporators, the corporation sole has only one; that according to
their articles of incorporation, the organization of the Carmelite
Nuns became the owner of properties donated to it, whereas the
case at bar, the totality of the Catholic population of Davao would
become the owner of the property bought to be registered.
As the Register of Deeds entertained some doubts as to the
registerability of the document, the matter was referred to the Land
Registration Commissioner for resolution. It was held that Roman
was not qualified to acquire private lands in the Philippines in the
absence of proof that at least 60% of the capital, property, or
assets of the Roman was actually owned or controlled by Filipino
citizens, there being no question that the present incumbent of the
corporation sole was a Canadian citizen.

It was the opinion of the Land Registration Commissioner that

Section 159 of the corporation Law relied upon by the vendee was
rendered operative by the aforementioned provisions of the
Constitution with respect to real estate, unless the precise
condition set therein that at least 60% of its capital is owned by
Filipino citizens be present, and, therefore, ordered the
Registered Deeds of Davao to deny registration of the deed of sale
in the absence of proof of compliance with such condition.
Hence, this petition.

Issue:
Whether or not Roman Catholic Apostolic Administrator of Davao
Inc. is qualified to acquire private agricultural lands in the
Philippines pursuant to the provisions of Article XIII of the
Constitution? Yes
Ruling:
A corporation sole is a special form of corporation usually
associated with the clergy. Conceived and introduced into the
common law by sheer necessity, this legal creation which was
referred to as "that unhappy freak of English law" was designed to
facilitate the exercise of the functions of ownership carried on by
the clerics for and on behalf of the church which was regarded as
the property owner.
A corporation sole consists of one person only, and his successors
(who will always be one at a time), in some particular station, who
are incorporated by law in order to give them some legal capacities
and advantages, particularly that of perpetuity, which in their
natural persons they could not have had. In this sense, the king is a
sole corporation; so is a bishop, or dens, distinct from their several
chapters.
That leaves no room for doubt that the bishops or archbishops, as
the case may be, as corporation's sole are merely administrators of
the church properties that come to their possession, in which they
hold in trust for the church. It can also be said that while it is true
that church properties could be administered by a natural persons,
problems regarding succession to said properties cannot be

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avoided to rise upon his death. Through this legal fiction, however,
church properties acquired by the incumbent of a corporation sole
pass, by operation of law, upon his death not his personal heirs but
to his successor in office. It could be seen, therefore, that a
corporation sole is created not only to administer the temporalities
of the church or religious society where he belongs but also to hold
and transmit the same to his successor in said office.
Considering that nowhere can We find any provision conferring
ownership of church properties on the Pope although he appears to
be the supreme administrator or guardian of his flock, nor on the
corporation sole or heads of dioceses as they are admittedly
mere administrators of said properties, ownership of these
temporalities logically fall and develop upon the church, diocese or
congregation acquiring the same. Although this question of
ownership of ecclesiastical properties has off and on been
mentioned in several decisions of the Court yet in no instance was
the subject of citizenship of this religious society been passed upon.

belonging to it is acknowledged, and title thereto may be issued in

its name. Indeed it is absurd that while the corporations sole that
might be in need of acquiring lands for the erection of temples
where the faithful can pray, or schools and cemeteries which they
are expressly authorized by law to acquire in connection with the
propagation of the Roman Catholic Apostolic faith or in furtherance
of their freedom of religion they could not register said properties in
their name.
Land Registration Commissions decision, reversed.

The Roman Catholic Bishop of Zamboanga was incorporated (as a

corporation sole) in September, 1912, principally to administer its
temporalities and manage its properties. Probably due to the
ravages of the last war, its articles of incorporation
werereconstructed in the SEC. At first, this corporation sole
administered all the temporalities of the church existing or located
in the island of Mindanao. Later on, however, new dioceses were
formed and new corporations sole were created to correspond with
the territorial jurisdiction of the new dioceses, one of them being
petitioner herein, the Roman Catholic Apostolic Administrator of
Davao, Inc., which was registered with the SEC, and succeeded in
the administrative for all the "temporalities" of the Roman Catholic
Church existing in Davao.
It can, therefore, be noticed that the power of a corporation sole to
purchase real property, like the power exercised in the case at bar,
it
is
not
restricted
although
the
power to
sell
or
mortgage sometimes is, depending upon the rules, regulations, and
discipline of the church concerned represented by said corporation
sole. If corporations sole can purchase and sell real estate for its
church, charitable, benevolent, or educational purposes, can they
register said real properties? As provided by law, lands held in trust
for specific purposes me be subject of registration, and the capacity
of a corporation sole, like petitioner herein, to register lands

REPUBLIC OF THE PHILIPPINES vs. INTERMEDIATE

APPELLATE COURT, ROMAN CATHOLIC BISHOP OF LUCENA,
represented by Msgr. Jose T. Sanchez, and REGIONAL TRIAL
COURT, BRANCH LIII, LUCENA CITY
FACTS:

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On 1979, the ROMAN CATHOLIC BISHOP of Lucena, represented by

Msgr. Jose T. Sanchez, filed an application for confirmation of title to
four (4) parcels of land. Three of said parcels are situated in Barrio
Masin, Municipality of Candelaria, Quezon Province. The fourth
parcels is located in Barrio Bucal (Taguan), same municipality and
province. Applicant claimed title to the various properties through
either purchase or donation dating as far back as 1928.
The legal requirements of publication and posting were duly
complied with, as was the service of copies of notice of initial
hearing on the proper government officials.
Solicitor General (in behalf of the Director of Lands and the Director
of the Bureau of Forest Development) filed an Opposition alleging
that the applicant did not have an imperfect title or title in fee
simple to the parcel of land being applied for.

Solicitor General filed a Motion for reconsideration on the following

grounds:
1. Article XIV, Section 11 of the New
Constitution(1973) disqualifies a private corporation
from acquiring alienable lands for the public domain.
2. Application was filed after the effectivity on the
New Constitution on January 17, 1973.
MR was DENIED.
ISSUES:
Whether the Roman Catholic Bishop of Lucena, as a corporation
sole is qualified to apply for confirmation of its title to the 4 parcels
of land subject of this case.

Applicant introduced its proofs in support of the petition.

Evaluating the applicant's submitted proofs, the court a quo
concluded, on the basis of acquisitive prescription at the very least,
that the former had adequately shown title to the parcels of land
being claimed. It ruled has been in continuous possession and
enjoyment thereof, and such possession, together with its
predecessors-in interest, covering a period of more than 52 years
(at least from the date of the survey in 1928) with respect to lots 1
and 2, about 62 years with respect to lot 3,; and more than 39
years with respect to the fourth parcel have been open, public,
continuous, peaceful, adverse against the whole world, and in the
concept of owner.
Accordingly, the court ordered the registration of the four parcels
together with the improvements thereon "in the name of the
ROMAN CATHOLIC BISHOP OF LUCENA, INC., a religious corporation
sole duly registered and existing under the laws of the Republic of
the Philippines."

Whether or not a corporation sole should be treated as an ordinary

private corporation, for purpose of the application of Art. XIV, Sec.
11 of the 1973 Constitution.
RULING:
Article XIV, Sec. 11 of the 1973 Constitution, in part provides:
Sec. 11. .... No private corporation or association may
hold alienable lands of the public domain except by
lease not to exceed one thousand hectares in area;
nor may any citizen hold such lands by lease in
excess of five hundred hectares....
Sec. 48 of the Public Land Act, in part, provides:

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Sec. 48. The following described citizens of the

Philippines occupying lands of the public domain or
claiming to own any such lands or an interest therein,

but whose titles have not been perfected or

completed, may apply to the Court of First Instance
of the province where the land is located for
confirmation of their claims and the issuance of a
Certificate of title therefor, under the Land
Registration Act, to wit:
(b) Those who by themselves or
through their predecessor-in-interest
have been in open, continuous,
exclusive, and notorious possession
and occupation of agricultural lands of
the public domain under a bona fide
claim of acquisition of ownership for at
least thirty years immediately
preceding the filing of the application
for confirmation of title except when
prevented by war or force majeure.
These shall be conclusively presumed
to have performed all the conditions
essential to a Government grant and
shall be entitled to a certificate of title
under the provisions of this chapter.
PET: contends that the Roman Catholic Bishop of Lucena (private
respondent herein) which is admittedly a corporation sole is
disqualified to own and register its title over the parcels of land
involved herein. Private respondent cannot avail of the benefits of
Sec. 48(b) of the public land law which applies to FILIPINO citizens
or NATURAL persons.

peaceful, adverse against the whole world, and in the concept of

owner.
This Court adopted the vigorous dissent of the then Justice, later
Chief Justice Claudio Teehankee, tracing the line of cases which
developed, affirmed and reaffirmed the doctrine that open,
exclusive and undisputed possession of alienable public land for the
period prescribed by law creates the legal fiction whereby the land,
upon completion of the requisite period ipso jure and without the
need of judicial or other sanction, ceases to be public land and
becomes' private property.
Records of burial of the Roman Catholic Church of Candelaria,
Quezon showed that as early as 1919, Lot 3 has already been
utilized by the Roman Catholic Church as its cemetery. That at
present, said three lots are utilized as the Roman Catholic Church of
Candelaria, Quezon. That said lots are declared for taxation
purposes in the name of the Roman Catholic Church. The fourth
parcel of land was acquired by donation in 1941 and same lot is
utilized as church site.
It must be emphasized that the Court is not here saying that a
corporation sole should be treated like an ordinary private
corporation.
In Roman Catholic Apostolic Administration of Davao, Inc. vs. Land
Registration Commission, et al. We articulated:

There is no merit in this petition.

The parties herein do not dispute that since the acquisition of the
four (4) lots by the applicant, it has been in continuous possession
and enjoyment thereof, and such possession, together with its
predecessors-in-interest have been open, public, continuous,

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A corporation sole is a special form of corporation

usually associated with the clergy. It was designed to
facilitate the exercise of the functions of ownership
carried on by the clerics for and on behalf of the
church which was regarded as the property owner.
A corporation sole consists of one person only, and
his successors (who will always be one at a time), in
some particular station, who are incorporated by law

in order to give them some legal capacities and

advantages, particulary that of perpetuity, which in
their natural persons they could not have had. In this
sense, the King is a sole corporation; so is a bishop,
or deans distinct from their several chapters.
Pertinent to this case is the provision of Sec. 113 Batas Pambansa
Blg. 68 which reads as follows:
Sec. 113. Acquisition and alienation of property.
Any 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 mortgage or sell real property
held by it upon obtaining an order for that purpose
from the Court of First Instance of the province where
the property is 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.
There is no doubt that a corporation sole by the nature of its
Incorporation is vested with the right to purchase and hold real
estate and personal property. It NEED NOT therefore be treated as
an ordinary private corporation because whether or not it be so
treated as such, the Constitutional provision involved will,
nevertheless, be not applicable.
Petition is dismissed for lack of merit.

IGLESIA EVANGELICA METODISTA EN LAS ISLAS FILIPINAS

Petitioners, vs.BISHOP NATHANAEL LAZARO, Respondents
FACTS:
The present dispute resolves the issue of whether or not a
corporation may change its character as a corporation sole into
acorporation aggregate by mere amendment of its articles of
incorporation without first going through the process of
dissolution.Apparently, although the IEMELIF remained a
corporation sole on paper (with all corporate powers theoretically
lodged in the hands of one member, the General Superintendent),
it had always acted like a corporation aggregate. The Consistory
exercised IEMELIFs decision-making powers without ever being
challenged. Subsequently, during its 1973 General Conference, the
general membership voted to put things right by changing
IEMELIFs organizational structure from a corporation sole to a
corporation aggregate. On May 7, 1973 the Securities and
Exchange Commission (SEC) approved the vote. For some reasons,
however, the corporate papers of the IEMELIF remained unaltered
as a corporation sole.Only in 2001, about 28 years later, did the
issue reemerge. In answer to a query from the IEMELIF, the SEC
replied on April 3, 2001 that, although the SEC Commissioner did

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not in 1948 object to the conversion of the IEMELIF into a

corporation aggregate, that conversion was not properly carried out
and documented. The SEC said that the IEMELIF needed to amend
its articles of incorporation for that purpose.1Acting on this advice,
the Consistory resolved to convert the IEMELIF to a corporation
aggregate. Respondent Bishop Nathanael Lazaro, its General
Superintendent, instructed all their congregations to take up the
matter with their respective members for resolution. Subsequently,
the general membership approved the conversion, prompting the
IEMELIF to file amended articles of incorporation with the SEC.
Bishop Lazaro filed an affidavit-certification in support of the
conversion.2Petitioners Reverend Nestor Pineda, et al., which
belonged to a faction that did not support the conversion, filed a
civil case for "Enforcement of Property Rights of Corporation Sole,
Declaration of Nullity of Amended Articles of Incorporation from
Corporation Sole to Corporation Aggregate with Application for
Preliminary Injunction and/or Temporary Restraining Order" in
IEMELIFs name against respondent members of its Consistory
before the Regional Trial Court (RTC) of Manila.3 Petitioners claim
that a complete shift from IEMELIFs status as a corporation sole to
a corporation aggregate required, not just an amendment of the
IEMELIFs articles of incorporation, but a complete dissolution of the
existing corporation sole followed by a re-incorporation.The
Issue
whether or not the CA erred in affirming the RTC ruling that a
corporation sole may be converted into a corporation aggregate by
mere amendment of its articles of incorporation.
RULING:
For non-stock corporations, the power to amend its articles of
incorporation lies in its members. The code requires two-thirds of
their votes for the approval of such an amendment. So how will this
requirement apply to a corporation sole that has technically but
one member (the head of the religious organization) who holds in

his hands its broad corporate powersover the properties, rights,

and interests of his religious organization? Although a non-stock
corporation has a personality that is distinct from those of its
members who established it, its articles of incorporation cannot be
amended solely through the action of its board of trustees. The
amendment needs the concurrence of at least two-thirds of its
membership. If such approval mechanism is made to operate in a
corporation sole,its one member in whom all the powers of the
corporation technically belongs, needs to get the concurrence of
two-thirds of its membership. The one member, here the General
Superintendent, is but a trustee, according to Section 110 of the
Corporation Code, of its membership.1avvphi1There is no point to
dissolving the corporation sole of one member to enable the
corporation aggregate to emerge from it. Whether it is a non-stock
corporation or a corporation sole, the corporate being remains
distinct from its members, whatever be their number. The increase
in the number of its corporate membership does not change the
complexion of its corporate responsibility to third parties. The one
member, with the concurrence of two-thirds of the membership of
the organization for whom he acts as trustee, can self-will the
amendment. He can, with membership concurrence, increase the
technical number of the members of the corporation from "sole" or
one to the greater number authorized by its amended articles.The
amendment of the articles of incorporation, as correctly put by the
CA, requires merely that a) the amendment is not contrary to any
provision or requirement under the Corporation Code, and that b) it
is for a legitimate purpose. Section 17 of the Corporation Code
provides that amendment shall be disapproved if, among others,
the prescribed form of the articles of incorporation or amendment
to it is not observed, or if the purpose or purposes of the
corporation are patently unconstitutional, illegal, immoral, or
contrary to government rules and regulations, or if the required
percentage of ownership is not complied with. These impediments
do not appear in the case of IEMELIF.Besides, as the CA noted, the
IEMELIF worked out the amendment of its articles of incorporation
upon the initiative and advice of the SEC. The latters interpretation
and application of the Corporation Code is entitled to respect and
recognition, barring any divergence from applicable laws.

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Considering its experience and specialized capabilities in the area

of corporation law, the SECs prior action on the IEMELIF issue
should be accorded great weight.WHEREFORE, the Court DENIES
the petition and AFFIRMS the October 31, 2007 decision and August
1, 2008 resolution of the Court of Appeals in CA-G.R. SP 92640.SO
ORDERED.To convert a corporation sole to a corporation aggregate
is to increase corporate membership from one to two ormore, and
to transfer the duties of administering and managing the affairs,
properties and temporalities of the religious entity, from one to
several trustees.

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G.R. No. 171905

June 20, 2012

UNITED CHURCH OF CHRIST IN THE PHILIPPINES,

INC., Petitioner,
vs.
BRADFORD UNITED CHURCH OF CHRIST, INC., PATRIZIO
EZRA, GERONIMO V. NAZARETH, RUPERTO MAYUGA, SR.,
ROBERT SCHAARE, HENRY CARIAT, REYNALDO FERRENAL
AND JOHN DOES,Respondents.

of events which further increased the antagonism between the

parties and led to the formal break-up of BUCCI from UCCP.
In a Church Council Resolution in 1992, BUCCI disaffiliated from
UCCP.
The effectivity of the disaffiliation was made to retroact to 16
September 1990 when BUCCI severed its ties from CCI. This
disaffiliation was duly ratified by BUCCIs members in a referendum
held on 19 July 1992.

Facts:
Evangelical Church, Philippine Methodist Church, and the
United Church of Christ in the Philippines, Inc. consolidated
into UCCP and was registered with the Commission in 1949.
By circumstance, the Bradford Evangelical Church
transferred its synodical connection to and became a
constituent Church of the UCCP
In 1979, Bradford United Church of Christ, Inc. (BUCCI) was
incorporated as a personality separate and distinct from UCCP.
Registered under SEC., its Articles of Incorporation declare Bradford
United Church of Christ as a Protestant Congregation.
UCCP has three (3) governing bodies namely: the General
Assembly, the Conference and the Local Church, each having
distinct and separate duties and powers.
As a UCCP local church located in Cebu, BUCCI belonged to the
Cebu Conference Inc. (CCI) with whom it enjoyed peaceful coexistence until late 1989 when BUCCI started construction
of a fence that encroached upon the right-of way allocated
by UCCP for CCI and Visayas jurisdiction.
UCCP General Assembly attempted to settle the dispute and on
April 1990, the Cebu Conference Judicial Commission rendered a
decision in favor of CCI. This unfavorable decision triggered a series

Consequently, BUCCI filed its Amended Articles of Incorporation

and By-Laws which provided for and effected its disaffiliation from
UCCP. SEC approved the same on 2 July 1993.11
Thereafter, UCCP filed before SEC a complaint/protest for
rejection/annulment of Amended Articles and Incorporation and
Injunction,. UCCP also prayed for the disallowance of the continued
use of BUCCI as corporate name.
UCCP later on filed an Amended Complaint/Protest dated 8 March
1994, abandoning the original Complaint/Protest. The Amended
Complaint/Protest added BUCCI as one of the respondents; alleged
that:
the separate incorporation and registration of BUCCI is not
allowed under the UCCP Constitution and By-laws; and
sought to enjoin BUCCI and the respondents from using the
name BUCCI, both in its Amended Articles of Incorporation
and its dealings with the public, and from using its
properties.
In 2004, the SEC en banc dismissed UCCPs petition to declare as
null and void the amendments made to the Articles of Incorporation
of BUCCI.

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UCCP filed a petition for review to the CA which affirmed

the SEC decision.
UCCP maintains that it has the sole power to decide
whether BUCCI could disaffiliate from it as this involves a
purely ecclesiastical affair.
Issues:
1. Whether the case involves a purely ecclesiastical affair?
2. Whether or not the separation of [BUCCI] from [UCCP] is valid;
3. Whether or not the amendments to the Articles of Incorporation
and By-Laws of BUCCI made after it separated from UCCP are valid;
[and]
4. Whether or not private respondents are entitled to the use of the
name "Bradford United Church of Christ, Inc."(BUCCI).

BUCCI, as a juridical entity separate and distinct from UCCP,

possesses the freedom to determine its steps.
2. Yes. Respondents Validly Effected the Amendments
UCCP contends that respondents have severed their UCCP
membership and consequently, have lost their BUCCI membership.
As such, they have neither the power to bring about the
amendments to BUCCIs Articles of Incorporation nor right to
continue the usage of BUCCIs name.
The Church Council Resolution dated 21 June 1992, duly ratified by
BUCCIs members in a referendum, carried out BUCCIs corporate
act of disaffiliating from UCCP. By virtue of this disaffiliation, BUCCI
members, including respondents, severed their ties from UCCP but
maintained their membership with BUCCI. UCCPs contention that
the severance of UCCP ties amounts to severance of ties to the
local church does not hold water.
Local church autonomy takes precedence in the UCCP polity.
Section 4 of the 1974 UCCP Constitution provides:

Held:
Petition is DENIED. CA decision AFFIRMED.
1. No. The issue is not a purely ecclesiastical affair. An ecclesiastical
affair is one that concerns doctrine, creed or form of worship of the
church, or the adoption and enforcement within a religious
association of needful laws and regulations for the government of
the membership, and the power of excluding from such
associations those deemed unworthy of membership.
UCCP and BUCCI, being corporate entities and grantees of primary
franchises, are subject to the jurisdiction of the SEC. Section 3 of
Presidential Decree No. 902-A provides that SEC shall have absolute
jurisdiction, supervision and control over all corporations. Even with
their religious nature, SEC may exercise jurisdiction over them in
matters that are legal and corporate.

SECTION 4. The autonomy of the local church or congregation in

matters pertaining to its life in its own particular community shall
be respected, consistent with its relation to the Conference,
Jurisdiction, and General Assembly.
According to respondent, UCCP adopted a "congregationalist"
system where a local church has the right to govern itself by its
own laws, rules and regulations for the furtherance of its own
general welfare and the freedom to practice its own faith and polity
of denominational origin.40 This "congregationalist" system was
shown in the Basis of Union, the Declaration of Union and UCCPs
Constitution and By-laws.
Article IV of the Basis of Union reads:

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ARTICLE IV -- Church Practices and Worship: Congregations may

follow their customary practices and worship.
Section 4, Article VI specifically outlines the duties and powers of
the local church:
(a) Subject only to the general laws and regulations of the Church,
every local church or congregation, shall, with its pastor, be
responsible for watching over its members, keeping its life pure,
ordering its worship, providing Christian education and proclaiming
the Gospel[;] (b) Call a Pastor[;] (c) Recommend candidates for the
ministry[;] (d) Elect delegates to the Annual Conference.
Statement IV of Declaration of Union provides:
That by adoption of the name "UNITED CHURCH OF CHRIST IN THE
PHILIPPINES" for this Church Union, no right, interest, or title in and
to their respective names by which the uniting Churches have been
identified and known, has been nor is surrendered, but all such
rights are specifically reserved against the claims of all persons,
associations and organizations whatsoever.43
As a matter of fact, the present UCCP Constitution44 and By-laws
continue to uphold this tradition of respecting local church
autonomy. The 2005 UCCP Amended Constitution provides in Article
II, Section 14:
Consistent with the heritage and commitment of the United Church
of Christ in the Philippines, the autonomy of the Local Church shall
be respected. The scope of such autonomy shall be defined in the
By-Laws.
Section 28, Article III of the UCCP By-laws provides:

ministry free from outside control, provided the same is in line with
the Constitution, By-Laws and statues of the Church, thereby
enabling the Local Church to become effective instrument in the
ministry and mission of the Church and ensuring its positive
contribution to the unity and strengthening of the whole Church.
Specifically, autonomy of the Local Church includes the authority to
do the following:
a. To call and support its Pastor and other Church workers, keeping
in mind the basic policy of the Church to call to its ministry pastors
and Church workers belonging to the UCCP, subscribing to the
UCCP Statement of Faith and paying allegiance to the Constitution,
By-Laws and statutes of the Church. Pastors, ministers and workers
of other churches affiliated with the National Council of Churches in
the Philippines (NCCP) may be requested to serve in the Local
Church with the prior written permission of the General Assembly
or the National Council, through the General Secretary;
b. To administer, maintain, encumber or dispose of its personal or
real properties pursuant to a resolution of its Board of Trustees and
approved by its Church Council and, where real properties are
involved, with the written consent of the General Assembly or the
National Council, through the General Secretary;
c. To invite pastors, ministers, workers and lay leaders of other
churches to speak, preach or otherwise enter into fellowship with
the Local Church, from time to time, in consonance with Article II,
Section 6, of the Constitution, provided that the authority and
integrity of the UCCP, as well as the unity of the Local Church, shall
never be impaired or compromised;
d. To nominate and elect its officers, in accordance with the
Constitution and By-Laws, and hold annual and such special
meetings as it may deem necessary and proper;

Section 28. Scope of Local Autonomy: The primary locus of mission

is the Local Church. Hence, the UCCP upholds the autonomy of the
Local Church particularly as to its right and power to conduct its

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e. To admit qualified persons into the membership of the Local

Church, help ensure their nurture and spiritual development, and
promote and develop among them the idea of loving service,
stewardship and missionary outreach;
f. To celebrate its worship services that are orderly and solemn, yet
joyful and meaningful, reflective of the faith and life of the Church
and responsive to the needs of the community in terms of witness,
service and prophetic ministry;
g. To support the ministerial and lay formation program of the
Church and recruit, recommend and support candidates for the
ministry;
h. To adopt its own budget and financial program and fulfill its
obligations to the wider bodies; and
i. To do all things as it may deem wise, necessary and proper,
without encroaching on the prerogatives of, and interfering with,
the wider Church bodies, ensuring at all times that its action
contribute to the unity and strengthening of the whole UCCP.
From the foregoing it can be gleaned that: UCCPs control and
authority over its local churches is not full and supreme;
membership of the local churches in the UCCP is voluntary and not
perpetual; local churches enjoy independence and autonomy and
may maintain or continue church-life with or without UCCP.
3. Yes. under the law and UCCP polity, BUCCI may validly bring about
its disaffiliation from UCCP through the amendment of its Articles of
Incorporation and By-laws.
Significantly, SEC approved the amendments on 2 July 1993, which
approval has in its favor the presumption of
regularity.45 Government officials are presumed to have regularly
performed their functions and strong evidence is necessary to rebut

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this presumption.46 In the absence of convincing proof to the

contrary, the presumption must be upheld.47
More importantly, well-settled is the judicial dictum that factual
findings of quasi-judicial agencies, such as SEC, which have
acquired expertise because their jurisdiction is confined to specific
matters, are generally accorded not only respect but even finality.
They are binding upon this Court which is not a trier of facts. Only
upon clear showing of grave abuse of discretion, or that such
factual findings were arrived at arbitrarily or in disregard of the
evidence on record will this Court step in and proceed to make its
own independent evaluation of the facts. No cogent reason exists in
the instant cases to deviate from this settled rule.48
4. Anent the continued use by respondents of BUCCI, the Court
likewise sustains the rulings of SEC and Court of Appeals.
Pertinently, the Court of Appeals ruled as follows:
As held in Philips Export B.V. vs. Court of Appeals [206 SCRA 457,
463], to fall within the prohibition of the law, two requisites must be
proven, to wit: (1) that the complainant corporation acquired a prior
right over the use of such corporate name; and (2) the proposed
name is either: (a) identical, or (b) deceptively or confusingly
similar to that of any existing corporation or to any other name
already protected by law; or (c) patently deceptive, confusing or
contrary to existing law.
The respondent BUCCIs church history would show that it has a
better right to use its corporate name on the ground of priority of
adoption. As thoroughly discussed by the SEC in its assailed
decision, the evolution of respondent BUCCI to what it is today
undoubtedly establishes that it had acquired the right to make use
of its corporate name.
As to whether or not BUCCI is confusingly or deceptively similar to
UCCP, We find in the negative. In determining the existence of
confusing similarity in corporate names, the test is whether the

Azarcon. Balanay. Dumapias. Hipolito. Lubay. Zaragoza| Special Corporations

similarity is such as to mislead a person using ordinary care and

discrimination.49
Furthermore, Section 2, Article I of the UCCP Constitution50 states
that, "All local churches and church-owned entities shall bear
prominently the name: United Church of Christ in the Philippines."
For this reason, BUCCI is evidently distinct from UCCP and from all
other UCCP local churches and church-owned entities.

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Azarcon. Balanay. Dumapias. Hipolito. Lubay. Zaragoza| Special Corporations