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Iglesia Evangelica Metodista v. Lazaro

This case involved a dispute over the conversion of Iglesia Evangelica Metodista en las Islas Filipinas (IEMELIF) from a corporation sole to a corporation aggregate. In 1909, IEMELIF was established as a corporation sole led by Bishop Lazaro. In 1973, its general membership voted to reorganize it as a corporation aggregate. In 2001, IEMELIF amended its articles of incorporation, with SEC and membership approval, to legally effect the conversion. Some members opposed and filed a case arguing the sole corporation needed to first dissolve before a new one could incorporate. The Supreme Court upheld the conversion, finding a corporation sole can amend its articles under the general non-stock corporation

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679 views1 page

Iglesia Evangelica Metodista v. Lazaro

This case involved a dispute over the conversion of Iglesia Evangelica Metodista en las Islas Filipinas (IEMELIF) from a corporation sole to a corporation aggregate. In 1909, IEMELIF was established as a corporation sole led by Bishop Lazaro. In 1973, its general membership voted to reorganize it as a corporation aggregate. In 2001, IEMELIF amended its articles of incorporation, with SEC and membership approval, to legally effect the conversion. Some members opposed and filed a case arguing the sole corporation needed to first dissolve before a new one could incorporate. The Supreme Court upheld the conversion, finding a corporation sole can amend its articles under the general non-stock corporation

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Maria Analyn
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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University of the Philippines College of Law | Corporation Law | D2021

Topic Religious Corporations


Case Name Iglesia Evangelica Metodista v. Lazaro
Case No. & Date G.R. No. 184088 July 6, 2010
Ponente Abad, J.
Petitioners IGLESIA EVANGELICA METODISTA EN LAS ISLAS FILIPINAS (IEMELIF) (Corporation Sole), INC., REV. NESTOR
PINEDA, REV. ROBERTO BACANI, BENJAMIN BORLONGAN, JR., DANILO SAUR, RICHARD PONTI, ALFREDO
MATABANG and all the other members of the IEMELIF TONDO CONGREGATION of the IEMELIF
CORPORATION SOLE
Respondents BISHOP NATHANAEL LAZARO, REVERENDS HONORIO RIVERA, DANIEL MADUCDOC, FERDINAND MERCADO,
ARCADIO CABILDO, DOMINGO GONZALES, ARTURO LAPUZ, ADORABLE MANGALINDAN, DANIEL VICTORIA
and DAKILA CRUZ, and LAY LEADER LINGKOD MADUCDOC and CESAR DOMINGO, acting individually and as
members of the Supreme Consistory of Elders and those claiming under the Corporation Aggregate

Summary (recit- In 1909, respondent Bishop Lazaro established IEMELIF as a corporation sole, with himself as the General
friendly) Superintendent. While IEMELIF remained a sole corporation 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, hence, in their 1973 General Conference, the general membership of IEMELIF voted to have
IEMELIF reorganized from being a corporation sole to a corporation aggregate. In 2001, acting on the advice
of the SEC, it amended its AOI with the approval of its general membership to effect the conversion. A faction
within the IEMELIF, however, opposed the conversion and filed a case in the RTC in the name of IEMELIF. Said
opposing faction argued that to convert IEMELIF, the corporation sole must first be dissolved, and a new
corporation must be incorporated. RTC dismissed the case. CA affirmed.

The Supreme Court held that the amendment to the AOI and the conversion effected was valid. Although the
Code does not provide for a manner by which a corporation sole may amend its AOI, Sec. 109 (of the OCC)
allows the application to religious corporations of the general provisions governing non-stock corporation.
Thus, a corporation sole may amend its AOI by a decision of its lone member with the concurrence of two-
thirds of its membership.
Doctrine/s A corporation sole may be converted into a corporation aggregate by a mere amendment of its articles of
incorporation. Although the (Old) Corporation Code does not provide for a manner by which a corporation
sole may amend its articles of incorporation, Sec. 109 allows the application to religious corporations of the
general provisions governing non-stock corporations. Thus, a corporation sole may amend its articles of
incorporation by a decision of its lone member with the concurrence of 2/3 of its membership.

RELEVANT FACTS

ISSUE AND RATIO DECIDENDI

RULING

NOTES

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