PHILIPPINE FIRST INSURANCE COMPANY, INC vs - MARIA CARMEN HARTIGAN, CGH, and O. ENGKEE, G.R. No. L-26 !

!" #$%& ', '(!" FACTS) According to the complaint, petitioner was originally organized as an insurance corporation under the name of 'The Yek Tong Lin Fire and Marine Insurance o!, Ltd!' The complaint alleges that the petitioner doing "usiness under the name of 'The Yek Tong Lin Fire and Marine Insurance o!, Lt!' signed as co#maker together with respondent Maria armen $artigan, %$, a promissory note for &',(((!(( in fa)or of the hina *anking orporation! +espondent signed an indemnity agreement in fa)or of the petitioner! +espondent failed to pay on the promissory note! $ence petitioner filed a complaint for indemnity against respondent! *y way of special defense, respondents claim that there is no pri)ity of contract "etween the plaintiff and the respondents and conse,uently, the plaintiff has no cause of action against them, considering that the complaint does not allege that the plaintiff and the 'Yek Tong Lin Fire and Marine Insurance o!, Ltd!' are one and the same or that the plaintiff has ac,uired the rights of the latter! The whole case, however, revolves around only one question. May a Philippine corporation change its name and still retain its original personality and individuality as such? RULING) It can "e gleaned at once that -ection ./ of the orporate ode does not only authorize corporations to amend their charter0 it also lays down the procedure for such amendment0 and, what is more rele)ant to the present discussion, it contains pro)isos restricting the power to amend when it comes to the term of their e1istence and the increase or decrease of the capital stock! There is no prohi"ition therein against the change of name! The inference is clear that such a change is allowed, for if the legislature had intended to en2oin corporations from changing names, it would ha)e e1pressly stated so in this section or in any other pro)ision of the law! An authorized change in the name of a corporation has no more effect upon its identity as a corporation than a change of name of a natural person has upon his identity! It does not affect the rights of the corporation or lessen or add to its o"ligations! After a corporation has effected a change in its name it should sue and "e sued in its new name !!!! 3.4 Am! 5ur! 678#677, citing cases!9 111 An authorized change in the name of a corporation has no more effect upon its identity as a corporation than a change of name of a natural person has upon his identity! It does not affect the rights of the corporation or lessen or add to its o"ligations! After a corporation has effected a change in its name it should sue and "e sued in its new name !!!! 3.4 Am! 5ur! 678#677, citing cases!9 A mere change in the name of a corporation, either "y the legislature or "y the corporators or stockholders under legislati)e authority, does not, generally speaking, affect the identity of the corporation, nor in any way affect the rights, pri)ileges, or o"ligations pre)iously ac,uired or incurred "y it! Indeed, it has "een said that a change of name "y a corporation has no more effect upon the identity of the corporation than a change of name "y a natural person has upon the identity of such person! The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original one, "ut remains and continues to "e the original corporation! It is the same corporation with a different name, and its character is in no respect changed! !!! 38 Fletcher, yclopedia of the Law of &ri)ate orporations, 66:#66', citing cases!9

The change in the name of a corporation has no more effect upon its identity as a corporation than a change of name of a natural person has upon his identity! It does not affect the rights of the corporation, or lessen or add to its o"ligations