STATEMENT OF MATERIAL DATES:

Include a statement that the corporation sole has until a particular

date (it should be within five days)to elevate the matter by consulta
to the Land Registration Authority.

STATEMENT OF FACTS:

ISSUE:

Whether or not the Deed of Absolute Sale is registrable, despite the

absence of a Court Approval allowing the corporation sole, to sell
the Property?

DISCUSSION:

1. Section 113 of the Corporation Code of the Philippines was the

basis for the denial of registration by the Register of Deeds. Section
113 is hereto quoted in full, as follows:

 “Acquisition and alienation of property. - Any corporation sole may

purchase and hold real estate and personal property for its church,
charitable, benevolent or educational purposes, and may receive
bequests or gifts for such purposes. Such corporation may sell or
mortgage real property held by it by obtaining an order for that
purpose from the Court of First Instance of the province where the
property is situated upon proof made to the satisfaction of the court
that notice of the application for leave to sell or mortgage has been
given by publication or otherwise in such manner and for such time
as said court may have directed, and that it is to the interest of the
corporation that leave to sell or mortgage should be granted. The
application for leave to sell or mortgage must be made by petition,
duly verified, by the chief archbishop, bishop, priest, minister, rabbi
or presiding elder acting as corporation sole, and may be opposed by
any member of the religious denomination, sect or church
represented by the corporation sole: Provided, That in cases where
the rules, regulations and discipline of the religious denomination,
sect or church, religious society or order concerned represented by
such corporation sole regulate the method of acquiring, holding,
selling and mortgaging real estate and personal property, such rules,
regulations and discipline shall control, and the intervention of the
courts shall not be necessary. (portions in bold are added for
emphasis)

2. Basing only on the first paragraph of the above – quoted Section

113 of the Corporation Code, the Register of Deeds is correct in his
denial. However, he erroneously missed the proviso on the same
Section 113 that states “Provided, That in cases where the rules,
regulations and discipline of the religious denomination, sect or
church, religious society or order concerned represented by such
corporation sole regulate the method of acquiring, holding, selling
and mortgaging real estate and personal property, such rules,
regulations and discipline shall control, and the intervention of the
courts shall not be necessary.”

3. A corporation sole was organized and registered with the

Securities and Exchange Commission, under the following provision
of the Corporation Code of the Philippines (“Corporation Code”):

“SECTION 110. Corporation Sole. — For the purpose of administering

and managing, as trustee, the affairs, property and temporalities of
any religious denomination, sect or church, a corporation sole may
be formed by the chief archbishop, bishop, priest, minister, rabbi or
other presiding elder of such religious denomination, sect or
church.”

6. For the purpose of this consulta, it is instructive to note that

corporation sole described in Section 113 of the Corporation Code,
may purchase, hold and dispose of real estate and personal property
for its church, charitable, benevolent or educational purposes.
Moreover, corporation sole has rules, regulations and discipline
which regulates the method of acquiring, holding, selling and
mortgaging real estate and personal property, such that the
existence of said rules, regulations and discipline, the intervention
of the courts shall not be necessary as said rules, regulations and
discipline would control.

10. Since corporation sole rules, regulations and discipline regulate

the method of selling real estate property, such rules, regulations
and discipline shall control, and the intervention of the courts shall
not be necessary. Hence, the Deed of Absolute Sale is registrable,
despite the absence of a Court Approval allowing LDS, being a
corporation sole, to sell the Property.

PRAYER:

We therefore request that:

1. The Land Registration Authority directs the Register of Deeds to

register the Deed of Absolute Sale between the parties--

2. The Register of Deeds be further directed to cause the

cancellation of Transfer Certificate of Title No. and the issuance of a
new title covering the ---square meters subject of the sale in favor
of the buyer.

Based on LRA CIRCULAR No. 04-2005 otherwise known as

the Supplement to Rules and Procedure on Consulta, it is directed
that all Consulta shall be filed directly with the Register of Deeds
concerned who shall endorse the same to the LRA after payment of
the required fees. No consulta shall be entertained by LRA without
the required endorsement from the Register of Deeds.
  A certain Register of Deeds denied the registration of the Deed
of Absolute Saleexecuted by a corporation sole on the ground
that ―Court Approval is necessary since the
Vendor being a corporation sole pursuantto
Section 113 of Batas Pambansa Blg. 68
,the
Corporation Code of the Philippines
.‖
 Pursuant to
Section 117 of Presidential DecreeNo. 1529
, otherwise known as the
PropertyRegistration Decree
, we elevate the matterto
Land Registration Authority (LRA)
 by wayof
consulta 
.
 
BASIS OF CONSULTA
 Section 117 of the Property Registration Decree reads
 –
 Section 117. Procedure. When the Register ofDeeds is in doubt with
regard to the proper stepto be taken or memorandum to be made
inpursuance of any deed, mortgage or otherinstrument presented to
him for registration, orwhere any party in interest does not agree
withthe action taken by the Register of Deeds withreference to any
such instrument, the question

shall be submitted to the Commissioner of LandRegistration by the

Register of Deeds, or by theparty in interest thru the Register of
Deeds.Where the instrument is denied registration, theRegister of
Deeds shall notify the interested partyin writing, setting forth the
defects of theinstrument or legal grounds relied upon, andadvising
him that if he is not agreeable to suchruling, he may, without
withdrawing thedocuments from the Registry, elevate the matterby
consulta within five days from receipt of noticeof the denial of
registration to the Commissionerof Land Registration.The Register of
Deeds shall make amemorandum of the pending consulta
on thecertificate of title which shall be cancelled motuproprio by
the Register of Deeds after finalresolution or decision thereof, or
beforeresolution, if withdrawn by petitioner.The Commissioner of
Land Registration,considering the consulta and the records
certifiedto him after notice to the parties and hearing,shall enter an
order prescribing the step to betaken or memorandum to be made.
Hisresolution or ruling in consultas shall beconclusive and binding
upon all Registers ofDeeds, provided, that the party in
interest whodisagrees with the final resolution, ruling or orderof the
Commissioner relative to consultas mayappeal to the Court of
Appeals within the periodand in manner provided in Republic Act
No.5434.
STATEMENT OF MATERIAL DATES
 Include a statement that the corporation sole hasuntil a particular
date (it should be within fivedays)to elevate the matter by consulta
to theLand Registration Authority.
STATEMENT OF FACTSISSUE
 Whether or not the Deed of Absolute Sale is registrable, despite the
absence of a Court Approval allowing the corporation sole, to sell
theProperty?
DISCUSSION
 1. Section 113 of the Corporation Code of thePhilippines was the
basis for the denial ofregistration by the Register of Deeds.
Section113 is hereto quoted in full, as follows:
“Acquisition and alienation of property.
 - Anycorporation sole may purchase and hold realestate and
personal property for its church,charitable, benevolent or
educational purposes,and may receive bequests or gifts
for suchpurposes. Such corporation may sell or mortgagereal
property held by it by obtaining an order forthat purpose from the
Court of First Instance ofthe province where the property is situated
uponproof made to the satisfaction of the court thatnotice of the
application for leave to sell ormortgage has been given by
publication orotherwise in such manner and for such time assaid
court may have directed, and that it is to theinterest of the
corporation that leave to sell ormortgage should be granted. The
application forleave to sell or mortgage must be made bypetition,
duly verified, by the chief archbishop,bishop, priest, minister, rabbi
or presiding elderacting as corporation sole, and may be opposedby
any member of the religious denomination,sect or church
represented by the corporationsole: Provided, That in cases where
the rules,regulations and discipline of the religiousdenomination,
sect or church, religious society ororder concerned represented by
such corporationsole regulate the method of acquiring,
holding,selling and mortgaging real estate and personalproperty,
such rules, regulations and disciplineshall control, and the
intervention of the courtsshall not be necessary. (portions in
bold areadded for emphasis)2. Basing only on the first paragraph of
the above
 –
 quoted Section 113 of the Corporation Code, the Register of Deeds
is correct in his denial.However, he erroneously missed the proviso
on
the same Section 113 that states ―Provided, That
in cases where the rules, regulations anddiscipline of the religious
denomination, sect orchurch, religious society or order
concernedrepresented by such corporation sole regulatethe method
of acquiring, holding, selling andmortgaging real estate and personal
property,such rules, regulations and discipline shallcontrol, and the
intervention of the courts shall
not be necessary.‖
 3. A corporation sole was organized andregistered with the
Securities and ExchangeCommission, under the following provision of
theCorporation Code of the Philippines
(―Corporation Code‖):
 
―SECTION 110. Corporation Sole. —
 For thepurpose of administering and managing, astrustee, the
affairs, property and temporalities ofany religious denomination,
sect or church, acorporation sole may be formed by the
chiefarchbishop, bishop, priest, minister, rabbi orother presiding
elder of such religious
denomination, sect or church.‖
 6. For the purpose of this consulta, it isinstructive to note that
corporation sole describedin Section 113 of the Corporation Code,
maypurchase, hold and dispose of real estate andpersonal property
for its church, charitable,benevolent or educational purposes.
Moreover,corporation sole has rules, regulations anddiscipline which
regulates the method ofacquiring, holding, selling and mortgaging
realestate and personal property, such that theexistence of said
rules, regulations anddiscipline, the intervention of the courts shall
notbe necessary as said rules, regulations anddiscipline would
control.10. Since corporation sole rules, regulations anddiscipline
regulate the method of selling realestate property, such rules,
regulations anddiscipline shall control, and the intervention of the
courts shall not be necessary. Hence, the Deedof Absolute Sale is
registrable, despite theabsence of a Court Approval allowing LDS,
beinga corporation sole, to sell the Property.
PRAYER
 We therefore request that:1. The Land Registration Authority
directs theRegister of Deeds to register the Deed of Absolute Sale
between the parties--2. The Register of Deeds be further directed
tocause the cancellation of Transfer Certificate ofTitle No. and the
issuance of a new title coveringthe ---square meters subject of the
sale in favorof the buyer.

Based on LRA CIRCULAR No. 04-2005otherwise known as the

Supplement to Rulesand Procedure on Consulta, it is directed that
allConsulta shall be filed directly with the Registerof Deeds
concerned who shall endorse the sameto the LRA after payment of
the required fees. Noconsulta shall be entertained by LRA without
therequired endorsement from the Register ofDeeds.