The document discusses legal updates regarding financial administration of the Catholic Church in the Philippines. It summarizes canon laws governing administration of Church goods and contracts. It also outlines the process for transferring title of Church properties from one diocese to another, including requirements for corporations sole. The key steps involve obtaining tax exemption certification from BIR, preparing a deed of trust, filing documents with BIR and LRA, and obtaining a Certificate Authorizing Registration to finalize the property transfer.

1. “LEGAL UPDATES”
17TH
ARCH/DIOCESAN FINANCIAL ADMINISTRATORS OF THE
PHILIPPINES NATIONAL CONVENTION
June 18, 2015
Hotel Essencia
Dumaguete City

2. “ Can. 22 Civil laws to which the law of the Church
yields are to be observed in canon law with the same
effects, insofar as they are not contrary to divine law
and unless canon law provides otherwise.”
“Can. 1286 Administrators of goods:
1/ in the employment of workers are to observe
meticulously also the civil laws concerning labor
and social policy, according to the principles handed
on by the Church;

3. “Can. 1290 The general and particular
provisions which the civil law in a territory
has established for contracts and their
disposition are to be observed with the same
effects in canon law insofar as the matters
are subject to the power of governance of the
Church unless the provisions are contrary to
divine law or canon law provides otherwise,
and without prejudice to the prescript of ⇒
can. 1547.

4. “ Can. 391 §1. It is for the diocesan bishop to
govern the particular church entrusted to him
with legislative, executive, and judicial power
according to the norm of law.
§2. The bishop exercises legislative power
himself. He exercises executive power either
personally or through vicars general or episcopal
vicars according to the norm of law. He
exercises judicial power either personally or
through the judicial vicar and judges according
to the norm of law.”

5. I. CORPORATION SOLE ≠ RELIGIOUS SOCIETY
- SEC. 110, 116, CORPORATION CODE
II. RIGHTS OF A JURIDICAL PERSON
A. TO ACQUIRE PROPERTIES
B. TO ENTER INTO CONTRACTS
C. TO SUE AND BE SUED

6. C E R T I F I C A T I O N
“This is to certify that the Roman Catholic
Archbishop of Manila (RCAM) is a corporation sole
organized and existing in accordance with the laws
of the Republic of the Philippines. Attached is a
copy of its Articles of Incorporation marked as
Annex ‘A’.

7. “As a corporation sole, it is composed of a
single individual who may be a bishop, priest,
minister or presiding elder of a religious sect,
denomination or church. Its purpose is to
administer and manage as trustee the property
and affairs of such religious sect, denomination
or church, within the territorial jurisdiction of such
office (Section 110 and 111, Corporation Code).

8. “ The bishop, priest, minister or presiding elder is
the only person recognized by law as the
administrator of the corporation sole and the
court may take judicial notice of such fact
(Santos v.s Bishop of Nueva Caceres, 45 Phil.
895). The successor in office of the bishop,
priest or elder concerned shall become the
corporation sole on his accession to office, by
filing with the SEC a copy of his letter of
appointment duly certified by a notary public
(Section 114, ibid.).

9. “Given the above circumstances, the RCAM
is a special corporation that does not have a
Board of Trustee and a set of officers. As such,
it cannot issue a Secretary’s Certificate.
However, the Archbishop of Manila, as the sole
administrator, can issue any certification
requested concerning any of his specific
transaction in relation to the administration of
RCAM’s property.
Please be guided accordingly.

10. III. REQUISITES FOR INCORPORATION OF A
CORPORATION SOLE
(a.) RELIGIOUS DENOMINATION, SECT OR CHURCH
TO BE ADMINISTERED IS ALREADY EXISTING.
(b.) ARTICLES OF INCORPORATION –
BY-LAWS NOT REQUIRED.
(c) AUTHENTICATED COPY OF THE APPOINTMENT
WITH OFFICIAL TRANSLATION – NUNCIA-
TURE’S OFFICE

11. IV. REPORTORIAL REQUIREMENTS
-FINANCIAL STATEMENT OR AFFIDAVIT OF THE
BISHOP
SEC EN BANC CASE O3-13-1899- THE COMMISSION IN
ITS EN BANCE RULING OF APRIL 1, 2004, THE
COMMISSION DOES NOT REQUIRE A CORPO-
RATION SOLE TO SUBMIT REPORTS. TO BE
EXEMPT, IT SHOULD SUBMIT REGULARLY PROOF
THAT IT HAS NO OTHER PROPERTIES OTHER
THAN CHURCH PREMISES X X X.

12. v. UPDATE ON THE STATUS OF THE SEC
REGISTRATION OF EVERY ARCH/DIOCESE
a.) DATA BASE OF SEC
b.) REPORTORIAL REQUIREMENTS

13. AFFIDAVIT
I, (NAME OF ARCH/BISHOP), FILIPINO, OF
LEGAL AGE, WITH OFFICIAL ADDRESS AT
(ADDRESS OF CORPORATION SOLE), AFTER
HAVING BEEN DULY SWORN IN ACCORDANCE
WITH LAW, HEREBY DEPOSE AND STATE THAT:
1. I AM THE SOLE ADMINISTRATOR OF (NAME OF
ARCH/DIOCESE) WITH OFFICIAL ADRESS AT
____________.

14. 2. AS SOLE ADMINISTRATOR, I ADMINISTER THE
TEMPORALITIES AND PROPERTIES OF (NAME OF
ARCH/DIOCESE).
3. THE PROPERTIES OF THE ARCH/DIOCESE
INCLUDE:
A.) IMMOVABLE/REAL PROPERTIES WHICH ARE
EXCLUSIVELY BEING USED AND DEVOTED FOR
RELIGIOUS PURPOSE;

15. B.) BANK DEPOSITS/ SHARES OF STOCKS.
4. THE ARCH/DIOCESE IS NOT DOING BUSINESS
OR IS NOT ENGAGED IN ANY INCOME-
GENERATING ACTIVITY.
5. AS A CORPORATION SOLE, IT IS EXEMPTED
FROM THE FILING OF THE ANNUAL REPORTORIAL
REQUIREMENTS.
PLACE, DATE.

16. PROCEDURE FOR THE TRANSFER OF
TITLES OF REAL PROPERTIES FROM ONE
DIOCESE TO A NEWLY CREATED DIOCESE:
STEP 1 – ADVICE FROM LRA
STEP 2- REQUEST FOR TAX EXEMPTION

17. March 08, 2007- letter of the Bureau of Internal
Revenue: “this Office is of the opinion as it hereby
holds that no capital gains tax, expanded
withholding tax or documentary stamp tax is due on
the transfer of real or personal properties currently
registered in the name of RCAM to the newly-created
dioceses of Pasig, Novaliches, Kalookan, Cubao and
Parañaque for purposes of administration and in
compliance with the mandate of the Papal Bulls
creating such dioceses.”

18. STEP 3 – PREPARATION OF THE DEED OF TRUST
DEED OF TRUST
KNOW ALL MEN BY THESE PRESENTS:
This DEED made and executed in the City of Manila, by and between-
THE ROMAN CATHOLIC ARCHBISHOP OF MANILA, a corporation
sole, duly organized and existing in accordance with Philippine Laws,
with office address at 121 Arzobispo St., Intramuros, Manila,
represented herein by HIS EMINENCE, GAUDENCIO B. CARDINAL
ROSALES, D.D., Archbishop of Manila as its sole administrator and
hereinafter referred to as the “TRUSTOR,”
- and –

19. THE ROMAN CATHOLIC BISHOP OF CUBAO, INC., a
corporation sole, duly organized and existing in
accordance with Philippine Laws, with address at
No. 14, Lantana St. Cubao, Quezon City represented
herein by MOST REV. HONESTO ONGTIOCO, D.D.,
Bishop of Cubao as its sole administrator and
hereinafter referred to as “TRUSTEE,”

20. WITNESSETH: That -
The TRUSTOR, for and in obedience with the
Papal Bull issued by the Holy Vatican on June 28,
2003 (certified copy of which is attached as Annex
“A”, the English translation as Annex “A-1”) does
hereby GRANT, CONVEY and ASSIGN, by way of
trust, unto the TRUSTEE the following real
properties, of which the TRUSTOR is the registered
owner in fee simple in accordance with the
provisions of the Land Registration Act, as
amended. These properties are more particularly
described as follows:

21. “That the TRUSTEE shall have and hold the said
properties in trust for the sole and exclusive use,
benefit, and enjoyment of the UNIVERSAL
CATHOLIC CHURCH in accordance with Canon 1257-
§1;
“That the TRUSTEE shall have the power to
administer, lease, mortgage, or otherwise dispose
any of the above-described property, if and when in
its judgment it will redound to the best interests of
the Universal Catholic Church (Canon 1254, §1 and
Canon 1255, Code of Canon Law of 1983);

22. “That the TRUSTOR agrees that titles of the above-
mentioned properties be transferred into the name of
the TRUSTEE so that the latter can be able to fully
administer the same in accordance with the Code of
Canon Law of 1983.
“That the trust herein created shall automatically
cease and terminate after due notice given by the
Holy See through its Papal Bull.

23. “That the TRUSTEE hereby covenants and agrees with
the TRUSTOR to faithfully perform its duties and
fulfill the trust herein created and accepted through
its sole administrator under the precise terms and
conditions thereof.
IN WITNESS WHEREOF, the parties have hereunto set
their hands this ____ day of ____________, 2011.

24. OTHER DOCUMENTS NEEDED
a.) Certified True Copies of the Titles of all
properties included;
b.) Certified True Copies of the Tax Declaration
– land and building
Note: There are two or more tax declarations
for each title depending on the number of
improvements declared therein.

25. The area appearing in the tax declaration should
correspond to the area of the land appearing in the
title.
If the land has no improvement or it is a vacant lot, a
certificate of no improvement is needed.
c.) Certificate Authorizing Registration or the CAR –
issued by the Bureau of Internal Revenue (BIR)
upon proper submission of the Deed of Trust, the
Certified Copies of the Tax Declaration and the Zonal
Valuation of the properties for transfer.
d.) Tax Clearance

26. STEP 4 – FILING OF DOCUMENTS
BIR - Revenue District Office (RDO) of the
Trustor
1. Submit the following documents to the
ONETTE (One-Time Transactions) Section:
– Notarized Deed of Trust with Annexes
– Certified Copies of Transfer Certificate of
Titles
– Certified Copies of Tax Declaration
– Certificate of “no improvement” if there’s any

27. – BIR Ruling – TAX EXEMPTION
– REPLY OF LRA as to the mode of transfer
by virtue of a Deed of Trust
– Summary List of properties to be
transferred with their corresponding zonal
and market values
– Certified copies of zonal values of the
properties appearing on the list

28. 2. Fill up ONETTE Computation Sheet on Expanded
Withholding Tax (EWT) and Documentary Stamp
Tax (DST)
3. Fill up BIR Form 1904 (Application for
Registration) for the purpose of verifying the TIN
(Tax Identification Number) of the dioceses who
are parties to the contract
4. Fill up BIR Form 1606 (Withholding Tax
Remittance Return)

29. 5. Fill up BIR Form 2000-OT (Documentary Stamp
Tax Declaration/Return)
6. Pay the necessary fees (verification/certification
fees only)
The documents will be reviewed by the BIR
Examiner and if all the requirements are complied
with, entries will be encoded in the Certificate
Authorizing Registration (CAR) and Tax Clearance
Certificate which will soon to be released by the
BIR in order that properties be transferred in favor
of the newly created diocese.

30. B. REGISTER OF DEEDS
Submit the documents to the Registry of Deeds
where the properties are situated
– Deed of Trust duly entered and certified by the
BIR
– Certificate Authorizing Registration
– Tax Clearance Certificate
– Exemption from the Treasurer’s Office or
Assessor’s Office for local taxes

31. Pay the necessary Entry Fees
Pay the necessary Registration Fees
NOTE: The Register of Deeds will examine all the
documents for transfer and will make the
necessary entry in the registration book. Entries in
the respective titles will be encoded in the new
Transfer Certificate of Titles in the name of the
newly created diocese.

32. STEP 5 – ISSUANCE OF NEW CERTIFICATE OF TITLES –
COMPUTERIZED, NAME OF ORIGINAL OWNER DOES NOT
ANYMORE APPEAR.
STEP 6 – ISSUANCE OF TAX DECLARATION – present the
certified copies of the titles to the assessor’s office.
The assessor’s office will now issue a new tax
declaration in the name of the newly created
diocese.
Note: The properties to be transferred should be
cleared from any lien or encumbrances annotated at
the back of the title to effectuate transfer in favor of
the newly created dioceses.

33. SALAMAT PO!
ATTY. LIZA