Universal Mills Corp. v.

Unversal Textile Mills

Facts:
Universal Textile Mills was organized in 1953 as a textile
manufacturing firm. On the other hand, Universal Mills Corp originally
registered in 1954 as Universal Hosiery Mills decided to change its
name in 1963 as Universal Mills Corp. The complaint arose when a
fire gutted Universal Mills spinning mills in Pasig. Universal Textile
claimed that because of the similarity in their name, the news report
on the fire created confusions among its bankers, friends,
stockholders, and customers that it became necessary for them to
make announcement to clarify the identity of the real corporation
whose property was burnt.
Universal Mills argued that even if there is similarity in their name,
Universal Textile had failed to prove that such similarity created
confusion or deception in the ordinary course of business and the only
supposed confusion was brought about by a fire which is an extra
ordinary occurrence.
Issue:

Held:
The corporate names in question are not identical, but they are
indisputably so similar that even under the test of reasonable care
and observation as the public generally are capable of using and may
be expected to exercise invoked by appellant We are apprehensive
confusion will usually arise, considering that under the second
amendment of its articles of incorporation of August 14, 1964,
appellant included among its primary purposes the manufacturing,
dyeing, finishing and selling of fabrics of all kinds in which respondent
had been engaged for more than a decade ahead of petitioner.
Factually, the Commission found existence of such confusion, and
there is evidence to support its conclusion. Since respondent is not
claiming damages in this proceeding, it is, of course immaterial

whether or not appellant has acted in good faith, but We cannot

perceive why of all names, it had to choose a name already being
used by another firm engaged in practically the same business for
more than a decade enjoying well earned patronage and goodwill,
when there are so many other appropriate names it could possibly
adopt without arousing any suspicion as to its motive and, more
importantly, any degree of confusion in the mind of the public which
could mislead even its own customers, existing or prospective.

Ang Mga Kaanib sa Iglesia ng Diyos v. Iglesia ng Diyos kay Kristo

FACTS:
Respondent Iglesia ng Dios Kay Cristo Jesus, Haligi at Suhay ng
Katotohanan (Church of God in Christ Jesus, the Pillar and Ground of
Truth), is a non-stock religious society or corporation registered in
1936. Sometime in 1976, one Eliseo Soriano and several other
members of respondent corporation disassociated themselves from
the latter and succeeded in registering on March 30, 1977 a new nonstock religious society or corporation, named Iglesia ng Dios Kay
Kristo Hesus, Haligi at Saligan ng Katotohanan. Respondent
corporation filed with the SEC a petition to compel the Iglesia ng Dios
Kay Kristo Hesus, Haligi at Saligan ng Katotohanan to change its
corporate name. Petitioner was compelled to change its corporate
name was able to successfully register as Ang Mga Kaanib sa Iglesia
ng Diyos Kay Hesus Kristo, H.S.K. sa bansang Pilipinas. It was again
opposed by Iglesia ng Diyos and was again ordered to change its
name.

Head, Church of God in Christ & By the Holy Spirit, and other similar
names, is of no consequence. It does not authorize the use by
petitioner of the essential and distinguishing feature of respondent's
registered and protected corporate name. Ordering petitioner to
change its corporate name is not a violation of its constitutionally
guaranteed right to religious freedom. In so doing, the SEC merely
compelled petitioner to abide by one of the SEC guidelines in the
approval of partnership and corporate names, namely its undertaking
to manifest its willingness to change its corporate name in the event
another person, firm, or entity has acquired a prior right to the use of
instant petition for review is DENIED. The appealed decision of the
Court of Appeals is AFFIRMED in toto.

ISSUE:
Whether the court of appeals failed to properly appreciate the scope
of the constitutional guarantee on religious freedom
RULING:
The additional words "Ang Mga Kaanib " and "Sa Bansang Pilipinas,
Inc." in petitioner's name are, as correctly observed by the SEC,
merely descriptive of and also referring to the members, or kaanib, of
respondent who are likewise residing in the Philippines. These words
can hardly serve as an effective differentiating medium necessary to
avoid confusion or difficulty in distinguishing petitioner from
respondent. This is especially so, since both petitioner and
respondent corporations are using the same acronym H.S.K.; not
to mention the fact that both are espousing religious beliefs and
operating in the same place. The fact that there are other non-stock
religious societies or corporations using the names Church of the
Living God, Inc., Church of God Jesus Christ the Son of God the

Industrial Refractories Corp. v. CA

Facts:
Respondent Refractories Corporation of the Philippines (RCP) is a
corporation duly organized on October 13, 1976. On June 22, 1977, it
registered its corporate and business name with the Bureau of
Domestic Trade.
Petitioner IRCP was incorporated on August 23, 1979 originally under
the name "Synclaire Manufacturing Corporation". It amended its
Articles of Incorporation on August 23, 1985 to change its corporate
name to "Industrial Refractories Corp. of the Philippines".
Both companies are the only local suppliers of monolithic gunning
mix.
Respondent RCP then filed a petition with the Securities and
Exchange Commission to compel petitioner IRCP to change its
corporate name.

Refractories are structural materials used at high temperatures to [sic]

industrial furnaces. They are supplied mainly in the form of brick of
standard sizes and of special shapes. Refractories also include
refractory cements, bonding mortars, plastic firebrick, castables,
ramming mixtures, and other bulk materials such as dead-buried grain
magneside, chrome or ground ganister and special clay. While the
word "refractories" is a generic term, its usage is not widespread and
is limited merely to the industry/trade in which it is used, and its
continuous use by RCP for a considerable period has made the term
so closely identified with it. Moreover, IRCP's appropriation of RCP's
corporate name cannot find justification under the generic word rule. A
contrary ruling would encourage other corporations to adopt verbatim
and register an existing and protected corporate name, to the
detriment of the public.

The SEC rendered judgment in favor of respondent RCP.

Petitioner appealed to the SEC En Banc. The SEC En Banc modified
the appealed decision and the petitioner was ordered to delete or drop
from its corporate name only the word "Refractories".
Petitioner IRCP filed a petition for review on certiorari to the Court of
Appeals and the appellate court upheld the jurisdiction of the SEC
over the case and ruled that the corporate names of petitioner IRCP
and respondent RCP are confusingly or deceptively similar, and that
respondent RCP has established its prior right to use the word
"Refractories" as its corporate name.
Petitioner then filed a petition for review on certiorari.
Issue:
Whether the generic word rule would apply to support IRCPs cause.
Phillips v. CA
Held:

Facts:
Philips Export is the registered owner of the trademark PHILIPS and
PHILIPS SHIELD EMBLEM. Philips Electrical and Philips Industrial
together with Philips Export composed Philips Group of Companies.
They were incorporated in 1956. Standard Philips on the other hand
was incorporated in 1982. Philips Export filed a complaint with SEC
for the cancellation of Standard Philips name in view of their previous
registration and acquisition of the trademark PHILIPS and PHILIPS
SHIELD EMBLEM. SEC ruled in favour of Standard Philips. CA
affirmed.
Held:
The prohibition on similar or identical name requires two requisites
must be proven, namely: that the complainant corporation acquired a
prior right over the use of such corporate name; and the proposed
name is either: identical or deceptively or confusingly similar to that of
any existing corporation or to any other name already protected by
law; or patently deceptive, confusing or contrary to existing law.
There is no doubt with respect to Petitioners prior adoption of the
name PHILIPS as part of its corporate name. Petitioners Philips
Electrical and Philips Industrial were incorporated on 29 August 1956
and 25 May 1956, respectively, while Respondent Standard Philips
was issued a Certificate of Registration on 19 April 1982, twentysix
(26) years later. Petitioner PEBV has also used the trademark
PHILIPS on electrical lamps of all types and their accessories since
30 September 1922.
The second requisite no less exists in this case. In determining the
existence of confusing similarity in corporate names, the test is
whether the similarity is such as to mislead a person using ordinary
care and discrimination. In so doing, the Court must look to the record
as well as the names themselves. While the corporate names of
Petitioners and Private Respondent are not identical, a reading of
Petitioners corporate names, to wit: PHILIPS EXPORT B.V., PHILIPS
ELECTRICAL LAMPS, INC. and PHILIPS INDUSTRIAL

DEVELOPMENT, INC., inevitably leads one to conclude that

PHILIPS is, indeed, the dominant word in that all the companies
affiliated or associated with the principal corporation, PEBV, are
known in the Philippines and abroad as the PHILIPS Group of
Companies.
Respondents maintain, however, that Petitioners did not present an
iota of proof of actual confusion or deception of the public much less a
single purchaser of their product who has been deceived or confused
or showed any likelihood of confusion. It is settled, however, that proof
of actual confusion need not be shown. It suffices that confusion is
probably or likely to occur.
Although respondent claims that their products are different from
those of the petitioners, a careful reading of their primary purpose in
their article of incorporation shows nothing could prevent it from
engaging or dealing in the same line of business with that of the
petitioner.
And although there two words different in the names between the two
corporations, which is a compliance in the guidelines given by the
SEC, PHILIPS is a trademark or trade name which was registered as
far back as 1922. Petitioners, therefore, have the exclusive right to its
use which must be free from any infringement by similarity.
Notably, too, Private Respondents name actually contains only a
single word, that is, STANDARD, different from that of Petitioners
inasmuch as the inclusion of the term Corporation or Corp. merely
serves the purpose of distinguishing the corporation from partnerships
and other business organizations.

Lyceum v. CA

Facts:

Issue:
Whether Lyceum, a generic word has been for such length of time
and with such exclusivity as to have become associated or identified
with the petitioner and cannot be appropriated by others.
Held:
"Under the doctrine of secondary meaning, a word or phrase originally
incapable of exclusive appropriation with reference to an article in the
market, because geographical or otherwise descriptive might
nevertheless have been used so long and so exclusively by one
producer with reference to this article that, in that trade and to that
group of the purchasing public, the word or phrase has come to mean
that the article was his produce.
With the doctrine as a yardstick, the appellant failed to satisfy the
aforementioned requisites. No evidence was ever presented in the
hearing before the Commission which sufficiently proved that the word
'Lyceum' has indeed acquired secondary meaning in favor of the
appellant. If there was any of this kind, the same tend to prove only
that the appellant had been using the disputed word for a long period
of time. Nevertheless, its (appellant) exclusive use of the word
(Lyceum) was never established or proven as in fact the evidence
tend to convey that the crossclaimant was already using the word
'Lyceum' seventeen years prior to the date the appellant started using
the same word in its corporate name. Furthermore, educational
institutions of the Roman Catholic Church had been using the same or
similar word like 'Liceo de Manila,' 'Liceo de Baleno' (in Baleno,
Masbate), 'Liceo de Masbate,' 'Liceo de Albay' long before appellant
started using the word 'Lyceum'. The appellant also failed to prove
that the word 'Lyceum' has become so identified with its educational
institution that confusion will surely arise in the minds of the public if
the same word were to be used by other educational institutions. In
other words, while the appellant may have proved that it had been

using the word 'Lyceum' for a long period of time, this fact alone did
not amount to mean that the said word had acquired secondary
meaning in its favor because the appellant failed to prove that it had
been using the same word all by itself to the exclusion of others. More
so, there was no evidence presented to prove that confusion will
surely arise if the same word were to be used by other educational
institutions. Consequently, the allegations of the appellant in its first
two assigned errors must necessarily fail."
We agree with the Court of Appeals. The number alone of the private
respondents in the case at bar suggests strongly that petitioner's use
of the word "Lyceum" has not been attended with the exclusivity
essential for applicability of the doctrine of secondary meaning. It may
be noted also that at least one of the private respondents, i.e., the
Western Pangasinan Lyceum, Inc., used the term "Lyceum"
seventeen (17) years before the petitioner registered its own
corporate name with the SEC and began using the word "Lyceum." It
follows that if any institution had acquired an exclusive right to the
word "Lyceum," that institution would have been the Western
Pangasinan Lyceum, Inc. rather than the petitioner institution.

Gala et al v. Ellice Agro-Industrial

Facts:
The spouses Manuel and Alicia Gala and their formed and organized
Ellice Agro Industrial Corporation (Ellice). As payment for
their subscriptions the Spouses Gala transferred several
parcles of land to Ellice. Subsequently, the children and
the encargados formed and organized another corporation, Margo
Management and Development Corporation (Margo). The father,
Manuel Gala, sold his shares in Ellice to Margo. Subsequently, Alicia
transferred her shares to Margo. In 1990, a special stockholders
meeting of Margo was held where a new board of directors was
elected. Raul Gala was elected as chairman, president, and general
manager. During the meeting, the board approved the
commencement of proceeding to annul the dispositions of Margoss
property made by Alicia Gala. Similarity, a special stockholders
meeting was held in Ellice. A new board was elected and Raul Gala
also became chairman, president and GM of Ellice, Raul Gala along
with the respondents filed a case against the petitioners in the SEC
for accounting and restitution for alleged mismanagement of funds of
Ellice. In turn the petitioners filed in the SEC a petition for the
nullification of the election of directors of officers of both Margo and
Ellice. Essentially, petitioners sought to disregard the
separate juridical personalities of two corporations for the
purpose of treating all property purportedly owned by said
corporations as property solely owned by the Gala Spouses. Among
their arguments were: (1) said corporations were organized for
purpose of exempting the property the property of the Gala Spouses
from the coverage of land reform laws, and (2) the two corporations
were meant to be used as mere tools for the avoidance of estate
taxes.

proof of the purpose of a corporation is its articles of incorporation and

bylaws. The articles of incorporation must state the primary and
secondary purposes of the corporation, while the bylaws outline the
administrative organization of the corporation, which, in turn, is
supposed to insure or facilitate the accomplishment of said purpose.
In the case at bar, a perusal of the Articles of Incorporation of Ellice
and Margo shows no sign of the allegedly illegal purposes that
petitioners are complaining of. It is well to note that, if a corporations
purpose, as stated in the Articles of Incorporation, is lawful, then the
SEC has no authority to inquire whether the corporation has purposes
other than those stated, and mandamus will lie to compel it to issue
the certificate of incorporation.

Held:
The Court holds that petitioners contentions impugning the legality of
the purposes for which Ellice and Margo were organized, amount to
collateral attacks which are prohibited in this jurisdiction. If a
corporations purpose, as stated in the Articles of Incorporation, is
lawful, then the SEC has no authority to inquire whether the
corporation has purposes other than those stated, and mandamus will
lie to compel it to issue the certificate of incorporation.The best
Alhambra Cigar v. SEC

Facts:
On January 15, 1912, Alhambra Cigar & Cigarette Manufacturing
Company, Inc. was incorporated. Its lifespan was for 50 years so on
January 15, 1962, it expired. Thereafter, its Board authorized its
liquidation. Under the prevailing law, Alhambra has 3 years to
liquidate.

necessary to effect the extension must be taken, during the life of the
corporation, and before the expiration of its term of existence as
originally fixed by its charter or the general law, since, as a rule, the
corporation is ipso facto dissolved as soon as that time expires (8
Fletcher, Cyclopedia of Corporations, Perm. ed., 1931, pp. 559560).

In 1963, while Alhambra was liquidating, Republic Act 3531 was

enacted. It amended Section 18 of the Corporation Law; it empowered
domestic private corporations to extend their corporate life beyond the
period fixed by the articles of incorporation for a term not to exceed
fifty years in any one instance. Previous to Republic Act 3531, the
maximum non-extendible term of such corporations was fifty years.
Alhambra now amended its articles of incorporation to extend its
lifespan for another 50 years. The Securities and Exchange
Commission (SEC) denied the amended articles of incorporation.
ISSUE: Whether or not a corporation under liquidation may still
amend its articles of incorporation to extend its lifespan.
HELD: No. Alhambra cannot avail of the new law because it has
already expired at the time of its passage. When a corporation is
liquidating pursuant to the statutory period of three years to liquidate,
it is only allowed to continue for the purpose of final closure of its
business and no other purposes. In fact, within that period, the
corporation is enjoined from continuing the business for which it was
established. Hence, Alhambras board cannot validly amend its
articles of incorporation to extend its lifespan.
Corporation law; Term of existence; Amendment of articles of
incorporation after expiration of its corporate life.A corporation
cannot extend its life by amendment of its articles of incorporation
effected during the threeyear statutory period for liquidation when its
original term of existence had already expired. Since the privilege of
extension is purely statutory, all of the statutory conditions precedent
must be complied with in order that the extension may be effectuated.
And, generally, these conditions must be complied with, and the steps

Majority Stockholders v. Lim

Facts:

This case is an appeal for the fourth time involving the rehabilitation
proceedings initiated by Ruby Industrial Corporation in 1983.
Ruby Industrial Corporation is a domestic corporation engaged in
glass manufacturing. Due to severe liquidity problems beginning in
1980, it filed a petition for suspension of payments with the SEC,
which issued an order declaring Ruby Industrial Corporation under
suspension of payments and enjoining the disposition of its properties
pending.

remaining assets, appointing a Liquidator for the purpose, if the

continuance in business of the debtor is no longer feasible or
profitable or no longer works to the best interest of the stockholders,
partieslitigants, creditors, or the general public.

Two rehabilitation plans were submitted to the SEC: (1) the

Benhar/Ruby Rehabilitation Plan of the majority stockholders led by
Yu Kim Giang and (2) the Alternative Plan of the minority stockholders
represented by Miguel Lim. The Benhar/Ruby Plan was opposed by
most of the stockholders, including Lim, because it would transfer
Rubys assets beyond the reach and to the prejudice of its unsecured
creditors.
Several plans have been formulated to begin liquidation. However,
most of them were questioned by either of the majority or minority
stockholders.
Held:
Same; Same; Where the corporate life of a corporation as stated in its
articles of incorporation expired, without a valid extension having been
effected, it was deemed dissolved by such expiration without need of
further action on the part of the corporation of the State.Since the
corporate life of RUBY as stated in its articles of incorporation expired,
without a valid extension having been effected, it was deemed
dissolved by such expiration without need of further action on the part
of the corporation or the State. With greater reason then should
liquidation ensue considering that the last paragraph of Sec. 49 of the
Rules of Procedure on Corporate Recovery mandates the SEC to
order the dissolution and liquidation proceedings under Rule VI. Sec.
61, Rule VI likewise authorizes the SEC on motion or motu proprio, or
upon recommendation of the management committee, to order
dissolution of the debtor corporation and the liquidation of its

Lanuza et al v. CA
Facts:

The Philippine Merchant Marine School (PMMI) was incorporated in

1952 with 700 founders shares and 76 common shares as its initial
stock subscription reflected in the articles of incorporation. It was only
in 1978 when the companys stock and transfer book was registered,
recording 33 common shares as the only issued and outstanding
shares of PMMI. In a dispute over the basis of a quorum in a
stockholders meeting, private respondents contend that the same
should be based on the initial subscribed capital stock as reflected in
the 1952 articles of incorporation, and not on the number of issued
and outstanding shares as recorded in 1978 in the companys stock
and transfer book.
Petitioners contend otherwise. Both the SEC en banc and the Court of
Appeals ruled in favor of private respondents. Hence, this petition
seeking to nullify the assailed decision.
Issue:
Whether the basis the outstanding capital stock and accordingly also
for determining the quorum at stockholders meetings it should be the
1978 stock and transfer book or if it should be the 1952 articles of
incorporation
Held:
There is no gainsaying that the contents of the articles of
incorporation are binding, not only on the corporation, but also on its
shareholders. In the instant case, the articles of incorporation indicate
that at the time of incorporation, the incorporators were bona fide
stockholders of seven hundred (700) founders shares and seventysix
(76) common shares. Hence, at that time, the corporation had 776
issued and outstanding shares.
On the other hand, a stock and transfer book is the book which
records the names and addresses of all stockholders arranged
alphabetically, the installments paid and unpaid on all stock for which
subscription has been made, and the date of payment thereof; a
statement of every alienation, sale or transfer of stock made, the date

thereof and by and to whom made; and such other entries as may be
prescribed by law.
Sec. 52. Quorum in meetings.Unless otherwise provided for in this
Code or in the bylaws, a quorum shall consist of the stockholders
representing a majority of the outstanding capital stock or majority of
the members in the case of nonstock corporation. Outstanding capital
stock, on the other hand, is defined by the Code as: Sec. 137.
Outstanding capital stock defined.The term outstanding capital
stock as used in this code, means the total shares of stock issued to
subscribers or stockholders whether or not fully or partially paid (as
long as there is binding subscription agreement) except treasury
shares. Thus, quorum is based on the totality of the shares which
have been subscribed and issued, whether it be founders shares or
common shares. In the instant case, two figures are being pitted
against each otherthose contained in the articles of incorporation,
and those listed in the stock and transfer book. To base the
computation of quorum solely on the obviously deficient, if not
inaccurate stock and transfer book, and completely disregarding the
issued and outstanding shares as indicated in the articles of
incorporation would work injustice to the owners and/or successors in
interest of the said shares.
The stock and transfer book of PMMSI cannot be used as the sole
basis for determining the quorum as it does not reflect the totality of
shares which have been subscribed, more so when the articles of
incorporation show a significantly larger amount of shares.

Donnina v. Printwell
Facts:

BMPI corporation was established with an authorised capital stock of

P3,000,000.00 divided into 300,000 shares. Among its stockholder
was the petitioner, who subscribed to 35,000 shares but only paid
P87,500 of the subscribed shares, hence, she had an unpaid
subscription amounting to P262,500.00.
In the course of its business, The BMPI owed Printwell the amount of
P291,342.76 for its services. Because the corporation was not able to
pay, Printwell sued BMPI including the stockholders which includes
the petitioner, who have unpaid subscription to the stocks of the
BMPI.
Arguing that she already paid her subscription to the stocks of the
corporation, the petitioner said that she should not be held personally
liable as she and the corporation have separate and distinct
personality.
Issue:
May the stockholder who has an unpaid stock subscription be
personally liable for the debts of the corporation?
Held:
Although nowhere in Printwells amended complaint or in the
testimonies Printwell offered can it be read or inferred from that the
petitioner was instrumental in persuading BMPI to renege on its
obligation to pay; or that she induced Printwell to extend the credit
accommodation by misrepresenting the solvency of BMPI to Printwell,
her personal liability, together with that of her codefendants, remained
because the CA found her and the other defendant stockholders to be
in charge of the operations of BMPI at the time the unpaid obligation
was transacted and incurred.
It follows, therefore, that whether or not the petitioner persuaded
BMPI to renege on its obligations to pay, and whether or not she
induced Printwell to transact with BMPI were not good defenses in the
suit.

Under the trust fund doctrine, a corporation has no legal capacity to

release an original subscriber to its capital stock from the obligation of
paying for his shares, in whole or in part, without a valuable
consideration, or fraudulently, to the prejudice of creditors. The
creditor is allowed to maintain an action upon any unpaid
subscriptions and thereby steps into the shoes of the corporation for
the satisfaction of its debt.
The prevailing rule is that a stockholder is personally liable for the
financial obligations of the corporation to the extent of his unpaid
subscription. In view of the petitioners unpaid subscription being
worth P262,500.00, she was liable up to that amount.
The petitioners OR No. 227, presented to prove the payment of the
balance of her subscription, indicated that her supposed payment had
been made by means of a check. Thus, to discharge the burden to
prove payment of her subscription, she had to adduce evidence
satisfactorily proving that her payment by check was regarded as
payment under the law.
Nor did the petitioner present any certificate of stock issued by BMPI
to her. Such a certificate covering her subscription might have been a
reliable evidence of full payment of the subscriptions, considering that
under Section 65 of the Corporation Code a certificate of stock issues
only to a subscriber who has fully paid his subscription. The lack of
any explanation for the absence of a stock certificate in her favor
likewise warrants an unfavorable inference on the issue of payment.

United Church of Christ v. Bradford United Church of Christ

Facts:
UCCP is a religious corporation duly organized in the Philippines.
Bradford is likewise a religious corporation with a personality
separated and distinct from that of the UCCP. The connection of the
two started at the end of WWII in 1946 when different Presbyterians
and Congregationalist churches were reconstituted as United
Evangelical which is now known as UCCP. During this time, Bradford
decided to transferr its synodical connection to United Evangelical.
UCCP was registered with the Commission in 1949 while Bradford got
registered in 1979. However, due to some disputes Bradford decided
to disaffiliate from UCCP. Consequently, BUCCI filed its Amended
Articles of Incorporation and Bylaws which provided for and effected
its disaffiliation from UCCP. SEC approved the same on 2 July 1993.

under the law and UCCP polity, BUCCI may validly bring about its
disaffiliation from UCCP through the amendment of its Articles of
Incorporation and Bylaws.
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 this presumption.46 In the
absence of convincing proof to the contrary, the presumption must be
upheld.

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.
Issue:
Whether or not the amendments to the Articles of Incorporation and
Bylaws of BUCCI made after it separated from UCCP are valid;
Held:
BUCCI, as a juridical entity separate and distinct from UCCP,
possesses the freedom to determine its steps. Conversely, the Court
owes but recognition to BUCCIs decision as it concerns its legal right
as a religious corporation to disaffiliate from another religious
corporation via legitimate meansa secular matter well within the civil
courts purview.
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 churchlife with or without UCCP. Thus,

Philippine Statehood v. SEC