The Roman Catholic Apostolic Administrator of Davao vs. The Land Registration Commission and The Register of Deeds of Davao City
No. L-8451, December 20, 1957
102 Phil 596
FACTS:
Petitioner, The Roman Catholic Apostolic Administrator of Davao is a corporation sole organized and existing in accordance with Philippine laws and its then incumbent was a Canadian citizen. It purchased a parcel land from Mateo Rodis. When the deed of sale was presented for registration with the Register of Deeds of Davao, petitioner was required to submit an affidavit stating that the 60 per cent of the members of the corporation were Filipino citizens. The Register of Deeds elevated the matter to the Land Registration Commission which issued a Resolution holding that in view of the provisions of Sections 1 and 5 of Article XIII of the Philippine Constitution, the vendee-petioner is not qualified to acquire lands in the Philippines in the absence of proof that at least 60 per centum of the capital, properties or assets of The Roman Catholic Apostolic Administrator of Davao is actually owned or controlled by Filipino citizens and it denied the registration of the deed of sale in the absence of proof of compliance with such requisite.
ISSUE:
Whether or not a corporation sole such as petitioner or the Universal Roman Catholic Apostolic Church in the Philippines is qualified to acquire private agricultural lands in the Philippines.
RULING:
Yes. The Court held that 60 per centum Filipino capital requirement is not intended to corporation sole. A corporation sole does not have any nationality but for purposes of applying nationalization laws, nationality is determined not by the nationality of its presiding elder but by the nationality of its members, constituting the sect in the Philippines. Thus, the Roman Catholic Church can acquire lands in the Philippines even if it is headed by the Pope.
Both the Corporation Law and the Canon Law are explicit in their provisions that corporation sole or “ordinary” is not the owner of the properties that he may acquire but merely the administrator thereof and holds the same in trust for the church to which the corporation is an organized and constituent part. Being mere administrator of the temporalities or properties titled in his name, the constitutional provision requiring 60 per centum Filipino ownership is not applicable. The said constitutional provision is limited by its terms to ownership alone and does not extend to control unless the control over the property affected has been devised to circumvent the real purpose of the constitution.
NOTES:
What are the components and purpose of Corporation Sole?
Power to hold and transmit church properties to his successor in office
A corporation sole is a special form of corporation usually associated with the clergy. Conceived and introduced into the common law by sheer necessity, this legal creation which was referred to as “that unhappy freak of English law” was designed to facilitate the exercise of the functions of ownership carried on by the clerics for and on behalf of the church which was regarded as the property owner (See I Couvier’s Law Dictionary, p. 682-683).
A corporation sole consists of one person only, and his successors (who will always be one at a time), in some particular station, who are incorporated by law in order to give them some legal capacities and advantages, particularly that of perpetuity, which in their natural persons they could not have had. In this sense, the king is a sole corporation; so is a bishop, or dens, distinct from their several chapters (Reid vs. Barry, 93 Fla. 849, 112 So. 846). Through this legal fiction, church properties acquired by the incumbent of a corporation sole pass, by operation of law, upon his death not to his personal heirs but to his successor in office. A corporation sole, therefore, is created not only to administer the temporalities of the church or religious society where he belongs, but also to hold and transmit the same to his successor in said office
Its personality is separate and distinct from that of Roman Pontiff
Although a branch of the Universal Roman Catholic Apostolic Church, every Roman Catholic Church in different countries, if it exercises its mission and is lawfully incorporated in accordance with the laws of the country where it is located, is considered an entity or person with all the rights and privileges granted to such artificial being under the laws of that country, separate and distinct from the personality of the Roman Pontiff or the Holy See, without prejudice to its religious relations with the latter which are governed by the Canon Law or their rules and regulations.
Corporation Sole without Nationality
Nationality of Constituents determines whether constitutional requirement is Applicable
The corporation sole by reason of their peculiar constitution and form of operation have no designed owner of its temporalities, although by the terms of the law it can be safely implied that they ordinarily hold them in trust for the benefit of the Roman Catholic faithful of their respective locality or diocese. They can not be considered as aliens because they have no nationality at all. In determining, therefore, whether the constitutional provision requiring 60 per centum Filipino capital is applicable to corporations sole, the nationality of the constituents of the diocese, and not the nationality of the actual incumbent of the parish, must be taken into consideration. In the present case, even if the question of nationality be considered, the aforesaid constitutional requirement is fully met and satisfied, considering that the corporation sole in question is composed of an overwhelming majority of Filipinos.
Myline Cordial 
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