G.R. No. 117188, 7 August 1997


Petitioner was organized as the registered sole homeowner’s association for Loyola Grand Villas with the Home Financing Corporation, which later became HIGC. However, the association was not able to file it corporate by-laws in the prescribed date as stated in the Corporation Code. They then discovered that there were other homeowners’ organization within the subdivision – the North and South association, and upon inquiry by the LGVHA, Inc., to HIGC, it was discovered that they were dissolved for its failure to submit its by-laws within the period required by the Corporation Code. These paved the way for the formation of the two other associations. Petitioner then lodged a complaint and questioned the revocation with the HIGC Hearing Office. The Hearing Officer rules in favor of petitioner and revoked the registrations of the other two organizations.


Whether the failure of LGVHA Inc. submission of by-laws within the period prescribed by the Corporation Code had the effect of automatically dissolving the said corporation.


Although the Corporation Code requires the filing of by-laws, it does not expressly provide for the consequences of the non-filing of the same within the period provided for in Section 46.

Even under the foregoing express grant of power and authority, there can be no automatic corporate dissolution simply because the incorporators failed to abide by the required filing of by-laws embodied in Section 46 of the Corporation Code. There is no outright “demise” of corporate existence. Proper notice and hearing are cardinal components of due process in any democratic institution, agency or society. In other words, the incorporators must be given the chance to explain their neglect or omission and remedy the same.

That the failure to file by-laws is not provided for by the Corporation Code but in another law is of no moment. P.D. No. 902-A, which took effect immediately after its promulgation on March 11, 1976, is very much apposite to the Code. Accordingly, the provisions abovequoted supply the law governing the situation in the case at bar, inasmuch as the Corporation Code and P.D. No. 902-A are statutes in pari materia. Interpretare et concordare legibus est optimus interpretandi. Every statute must be so construed and harmonized with other statutes as to form a uniform system of jurisprudence.

As the “rules and regulations or private laws enacted by the corporation to regulate, govern and control its own actions, affairs and concerns and its stockholders or members and directors and officers with relation thereto and among themselves in their relation to it,” 19 by-laws are indispensable to corporations in this jurisdiction. These may not be essential to corporate birth but certainly, these are required by law for an orderly governance and management of corporations. Nonetheless, failure to file them within the period required by law by no means tolls the automatic dissolution of a corporation.

*Case Digest by Jhazel Zhan Jebone, JD-4, Andres Bonifacio Law School, SY 2019-2020