Special Corporation / Corporation Sole

G.R. No. L-8451 December 20, 1957

THE ROMAN CATHOLIC APOSTOLIC ADMINISTRATOR OF DAVAO, INC.,

vs.
THE LAND REGISTRATION COMMISSION and THE REGISTER OF DEEDS OF DAVAO CITY

Facts: Mateo L. Rodis, a Filipino citizen and resident of the City of Davao, executed a deed of sale of a
parcel of land located in the same city covered by Transfer Certificate No. 2263, 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 required said corporation
sole to submit an affidavit declaring that 60% of the members thereof were Filipino citizens.

The Register of Deeds entertained some doubts as to the registerability of the document, hence,
the matter was referred to the Land Registration Commissioner en consulta for resolution. Accordingly,
the latter ruled that in view of the provisions of Section 1 and 5 of Article XIII of the Philippine
Constitution, the vendee was not qualified to acquire private lands in the Philippines in the absence of
proof that at least 60 per centum of the capital, property, or assets of the Roman Catholic Apostolic
Administrator of Davao, Inc., 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 also 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 per cent 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.

After the motion to reconsider said resolution was denied, an action for mandamus was
instituted with this Court by said corporation sole, alleging that under the Corporation Law as well as the
settled jurisprudence on the matter, the deed of sale executed by Mateo L. Rodis in favor of petitioner is
actually a deed of sale in favor of the Catholic Church which is qualified to acquire private agricultural
lands for the establishment and maintenance of places of worship, and prayed that judgment be
rendered reserving and setting aside the resolution of the Land Registration Commissioner in question.

Issue: Whether or not the petitioner in this case can acquire agricultural lands of the public domain.

Held: Yes. Sec. 159 of the Corporation Law provides – “Any corporation sole may purchase and hold real
estate and personal; property for its church, charitable, benevolent, or educational purposes xxx”.

The power of a corporation sole to purchase real property, like the power exercised in the case
at bar, 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 (section 69, Act 496), and the capacity of a corporation sole, like petitioner
herein, to register lands belonging to it is acknowledged, and title thereto may be issued in its name
(Bishop of Nueva Segovia vs. Insular Government, 26 Phil. 300-1913). 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.

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 Under the circumstances of this case, We might safely state that even before the establishment
of the Philippine Commonwealth and of the Republic of the Philippines every corporation sole then
organized and registered had by express provision of law the necessary power and qualification to
purchase in its name private lands located in the territory in which it exercised its functions or ministry
and for which it was created, independently of the nationality of its incumbent unique and single
member and head, the bishop of the dioceses. It can be also maintained without fear of being gainsaid
that the Roman Catholic Apostolic Church in the Philippines has no nationality and that the framers of
the Constitution, as will be hereunder explained, did not have in mind the religious corporations sole
when they provided that 60 per centum of the capital thereof be owned by Filipino citizens.

Wherefore, the resolution of the respondent Land Registration Commission is hereby reversed.
Consequently, the respondent Register of Deeds of the City of Davao is ordered to register the deed of
sale.

G.R. No. L-6776 May 21, 1955

THE REGISTER OF DEEDS OF RIZAL
vs.
UNG SIU SI TEMPLE

Facts: The Register of Deeds for the province of Rizal refused to accept for record a deed of donation
executed in due form by Jesus Dy, a Filipino citizen, conveying a parcel of residential land in favor of the
unregistered religious organization "Ung Siu Si Temple", operating through three trustees all of Chinese
nationality. The refusal of the Registrar was elevated en Consulta to the CFI of Manila.

The CFI upheld the action of the ROD, Rizal saying that since UNG SIU SI TEMPLE is a religious
organization whose deaconess, founder, trustees and administrator are all Chinese citizens, this Court is
of the opinion and so hold that in view of the provisions of the sections 1 and 5 of Article XIII of the
Constitution limiting the acquisition of land in the Philippines to its citizens, or to corporations or
associations at least sixty per centum of the capital stock of which is owned by such citizens, the deed of
donation in question should not be admitted for registration.

Not satisfied with the decision, appellant appealed contending that the acquisition of the land in
question, for religious purposes, is authorized and permitted by Act No. 271 of the old Philippine
Commission.

Issue: Whether a deed of donation of a parcel of land executed in favor of a religious organization
whose founder, trustees and administrator are Chinese citizens should be registered or not.

Held: No. We are of the opinion that the Court below has correctly held that in view of the absolute
terms of section 5, Title XIII, of the Constitution, the provisions of Act No. 271 of the old Philippine
Commission must be deemed repealed since the Constitution was enacted, in so far as incompatible
therewith. In providing that, —

Save in cases of hereditary succession, no private agricultural land shall be transferred

or assigned except to individuals, corporations or associations qualified to acquire or hold lands
of the public domain in the Philippines,

the Constitution makes no exception in favor of religious associations. Neither is there any such
saving found in sections 1 and 2 of Article XIII, restricting the acquisition of public agricultural lands and
other natural resources to "corporations or associations at least sixty per centum of the capital of which
is owned by such citizens" (of the Philippines).

The fact that the appellant religious organization has no capital stock does not suffice to escape
the Constitutional inhibition, since it is admitted that its members are of foreign nationality. The
purpose of the sixty per centum requirement is obviously to ensure that corporations or associations

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allowed to acquire agricultural land or to exploit natural resources shall be controlled by Filipinos; and
the spirit of the Constitution demands that in the absence of capital stock, the controlling membership
should be composed of Filipino citizens.

To permit religious associations controlled by non-Filipinos to acquire agricultural lands would

be to drive the opening wedge to revive alien religious land holdings in this country. We can not ignore
the historical fact that complaints against land holdings of that kind were among the factors that
sparked the revolution of 1896.

G.R. No. L-55289 June 29, 1982

REPUBLIC OF THE PHILIPPINES, represented by the Director of Lands
vs.
JUDGE CANDIDO P. VILLANUEVA

Facts: This case involves the prohibition in section 11, Article XIV of the Constitution that "no private
corporation or association may hold alienable lands of the public domain except by lease not to exceed
one thousand hectares in area".

Two parcels of land with an area of 313 sq. m. Were acquired by the Iglesia Ni Cristo from
Andres Perez in exchange for a lot with an area of 247 square meters owned by the said church. The said
lots were already possessed by Perez in 1933. They are not included in any military reservation. They are
inside an area which was certified as alienable or disposable by the Bureau of Forestry in 1927.

On September 13, 1977, the Iglesia Ni Cristo, a corporation sole, duly existing under Philippine
laws, filed with the Court of First Instance of Bulacan an application for the registration of the two lots. It
alleged that it and its predecessors-in-interest had possessed the land for more than thirty years.

The Republic of the Philippines, through the Direct/r of Lands, opposed the application on the
grounds that 1applicant, as a private corporation, is disqualified to hold alienable lands of the public
domain, 2that the land applied for is public land not susceptible of private appropriation and 3that the
applicant and its predecessors-in-interest have not been in the open, continuous, exclusive and
notorious possession of the land since June 12, 1945.

The trial court ordered the registration of the two lots. Republic of the Philippines appealed.

Issue: W/N the Iglesia ni Cristo is qualified to acquire of hold alienable lands of the public domain.

Held: No. The Iglesia Ni Cristo, as a corporation sole or a juridical person, is disqualified to acquire or
hold alienable lands of the public domain, like the two lots in question, because of the constitutional
prohibition and because the said church is not entitled to avail itself of the benefits of section 48(b)
which applies only to Filipino citizens or natural persons. A corporation sole has no nationality.

The contention of the Iglesia Ni Cristo that the two lots are private lands, following the rule laid
down in Susi vs. Razon, is not correct. What was considered private land in the Susi case was a parcel of
land possessed by a Filipino citizen since time immemorial. The lots sought to be registered in this case
do not fall within that category. They are still public lands. A land registration proceeding under section
48(b) "presupposes that the land is public".

As held in Oh Cho vs. Director of Lands, 75 Phil. 890, "all lands that were not acquired from the
Government, either by purchase or by grant, belong to the public domain. An exception to the rule
would be any land that should have been in the possession of an occupant and of his predecessors-in-
interest since time immemorial, for such possession would justify the presumption that the land had
never been part of the public domain or that it had been a private property even before the Spanish
conquest. "

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 The lower court's judgment is reversed and set aside. The application for registration of the
Iglesia Ni Cristo is dismissed with costs against said applicant.

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