PHILIPPINE FIRST INSURANCE COMPANY, INC vs - MARIA CARMEN HARTIGAN, CGH,

and O. ENGKEE,
G.R. No. L-26370 July 31, 1970
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 Co., Ltd.' The
complaint alleges that the petitioner doing business under the name of 'The Yek Tong Lin Fire and
Marine Insurance Co., Lt.' signed as co-maker together with respondent Maria Carmen Hartigan,
CGH, a promissory note for P5,000.00 in favor of the China Banking Corporation. Respondent
signed an indemnity agreement in favor of the petitioner. Respondent failed to pay on the
promissory note. Hence petitioner filed a complaint for indemnity against respondent. By way of
special defense, respondents claim that there is no privity of contract between the plaintiff and the
respondents and consequently, 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
Co., Ltd.' are one and the same or that the plaintiff has acquired 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 be gleaned at once that Section 18 of the Corporate Code does not only
authorize corporations to amend their charter; it also lays down the procedure for such
amendment; and, what is more relevant to the present discussion, it contains provisos restricting
the power to amend when it comes to the term of their existence and the increase or decrease of
the capital stock. There is no prohibition therein against the change of name. The inference is
clear that such a change is allowed, for if the legislature had intended to enjoin corporations from
changing names, it would have expressly stated so in this section or in any other provision of the
law.
No doubt, "(the) name (of a corporation) is peculiarly important as necessary to the very
existence of a corporation. The general rule as to corporations is that each corporation shall have
a name by which it is to sue and be sued and do all legal acts. The name of a corporation in this
respect designates the corporation in the same manner as the name of an individual designates
the person." 1 Since an individual has the right to change his name under certain conditions, there
is no compelling reason why a corporation may not enjoy the same right. There is nothing
sacrosanct in a name when it comes to artificial beings. The sentimental considerations which
individuals attach to their names are not present in corporations and partnerships. Of course, as
in the case of an individual, such change may not be made exclusively. by the corporation's own
act. It has to follow the procedure prescribed by law for the purpose; and this is what is important
and indispensably prescribed strict adherence to such procedure.
Local well known corporation law commentators are unanimous in the view that a corporation
may change its name by merely amending its charter in the manner prescribed by law. 2