Religious Non-Stock Corporation Registration in the Philippines: SEC By-Laws Requirements and Templates

Last updated for the Revised Corporation Code (RA 11232) era. This is general information, not legal advice.

1) Big picture

If you’re organizing a church, ministry, mosque, temple, or similar faith community in the Philippines and you want a legal personality to own property, sign leases, open bank accounts, or receive donations, you usually pick one of two structures under Philippine corporate law:

Religious non-stock corporation (often called a “religious society”): formed by several persons who share a faith and wish to run the temporal (property/administration) affairs of their community. This entity must have by-laws and a board of trustees.
Corporation sole: organized by a single ecclesiastical officer (e.g., bishop, superintendent) to administer the temporalities of a religious organization. This form does not use by-laws; it relies on church law and the official’s articles.

This article focuses on religious non-stock corporations—how to register with the SEC, what your by-laws must contain, optional best-practice provisions, and complete, lawyer-ready templates you can adapt.

2) Legal bases & concepts (plain-language)

Revised Corporation Code (RCC), RA 11232. Governs stock and non-stock corporations, including religious corporations. It lets you form non-stock entities for religious purposes, requires at least five (5) trustees for non-stock corporations, and recognizes remote/electronic meetings when allowed by the articles or by-laws.
Constitutional & tax backdrop. Religious and charitable organizations enjoy certain tax exemptions when “organized and operated exclusively” for those purposes, but not on income from activities conducted for profit or on passive income subject to final tax. Real property actually, directly, and exclusively used for religious or charitable purposes can be exempt from local real property tax. BIR registration and (often) an application for a tax exemption ruling are separate steps after SEC incorporation.
Naming & purpose. Your corporate name can include “Church,” “Ministry,” “Religious,” “Mission,” etc., if it’s not confusingly similar to an existing entity. Your primary purpose must clearly state religious objectives. For donations and tax exemptions, clarity and specificity matter.
Religious autonomy. Internal, doctrinal, and ecclesiastical matters are largely left to the faith community. Philippine civil law focuses on corporate compliance, governance, and obligations to third parties.

3) Choosing the right vehicle

Feature	Religious Non-Stock Corporation (society)	Corporation Sole
Who organizes?	Several persons (often at least 5)	One ecclesiastical officer
Governing body	Board of trustees	The sole corporation (the officer) per church law
By-laws required?	Yes	No
Typical use	Congregational settings, boards, ministries	Hierarchical traditions needing a property-holding office
Membership	Yes (voting or non-voting classes possible)	No members (in the corporate sense)

If you want congregational participation, accountability, and a standing board, pick the religious non-stock corporation.

4) SEC registration roadmap (religious non-stock)

A. Pre-filing

Name check & reservation. Pick a unique name. Avoid confusing similarity; some words may require endorsements.
Decide initial governance.
- Trustees: Minimum 5 (you may set more, typically odd numbers). Terms up to 3 years each (re-election is generally allowed unless your by-laws limit it).
- Officers: Commonly a Chair, President, Corporate Secretary, Treasurer, (and optionally an Executive Pastor/Minister, Auditor, Compliance Officer, etc.).
- Corporate Secretary must be a Philippine resident and citizen. (Practical rule of thumb widely followed.)
Membership design. Define who can be a member, admission process, rights, discipline, and termination. Many religious bodies use “Communicant/Full” and “Associate” classes.
Address & fiscal year. Identify principal office (city/municipality) and fiscal year (e.g., Jan–Dec).

B. Draft & file

Articles of Incorporation (AoI) for a non-stock religious corporation. Key elements:
- Name, purpose (religious, charitable), principal office.
- Trustees (≥5) and their details.
- Members (if any special classes) and non-distribution of income.
- Dissolution clause: remaining assets go to another religious or charitable institution; never to private individuals.
By-Laws. You can adopt them on or before incorporation; they take effect upon SEC approval. (You’ll find full templates below.)
Other standard attachments may include: cover sheet, list of officers/trustees, notarized documents, community-specific endorsements (if using protected names), and identification documents for signatories. Foreign signatories may need apostilled/consularized IDs if signing abroad.

C. Post-incorporation compliance

BIR: Register (Form 1903), secure TIN, books of accounts, official receipts (if applicable), and consider applying for a tax exemption ruling under the National Internal Revenue Code (NIRC) provisions for religious/charitable non-stock, non-profit entities.
LGU: Check barangay/municipal requirements for occupancy permits, assembly venues, or signage; these are separate from SEC registration.
Annual filings with SEC: General Information Sheet (GIS), and if required by thresholds, Audited Financial Statements (AFS).
Data Privacy (RA 10173): Appoint a Data Protection Officer and implement basic privacy compliance if you collect member data, prayer requests, etc.

5) By-laws: what the SEC expects (minimum contents)

Your by-laws should, at the very least, cover:

Meetings of members: when, where (or remote), notice periods, agenda, quorum rules, proxies, and voting (including in absentia / electronic voting if you’ll allow it).
Meetings of trustees: frequency (e.g., quarterly), notice, quorum, remote participation, and voting.
Trustees: number (≥5), qualifications (e.g., member in good standing), term (≤3 years), vacancies, removal for cause, and how to fill vacancies.
Officers: titles, qualifications, duties, lines of authority, election/appointment, terms, removal, and succession.
Membership: classes (if any), admission, rights, dues (if any), discipline, termination, and appeal processes.
Elections: date of annual members’ meeting, nomination process, ballot mechanics, canvassing, and assumption to office.
Non-distribution clause: no part of income may inure to private benefit; compensation must be reasonable.
Finance & audits: fiscal year, banking, internal controls, signatories, related-party safeguards, independent audit if required, asset and records custody.
Conflict-of-interest policy** and related-party transactions rules (very important in practice).
Doctrinal deference / ecclesiastical matters: recognition that doctrinal disputes are resolved by the faith community’s rules.
Books & records: what’s kept, where, access rights, and retention.
Amendments: who may initiate changes and the vote required.
Dissolution & asset lock: assets go to a religious/charitable entity with similar purposes.

Tip: Explicitly authorize remote communications for both members’ and trustees’ meetings, set e-mail as a valid notice method, and describe electronic voting procedures.

6) Good-to-have (best-practice) provisions for religious bodies

Faith & governance clauses: statement of faith/mission; ecclesiastical abstention clause; ministerial leadership standards.
Child & vulnerable-person protection: screening for volunteers, reporting obligations, and a safeguarding policy framework.
Financial integrity: budget adoption, dual signatories, expense thresholds needing board approval, gift acceptance policy, and whistleblower protections.
Brand & IP: ownership of sermons, music, logos; license to ministers to use materials; social media policy.
Risk & safety: venue safety, insurance (premises, volunteer accident, directors & officers liability).
Dispute resolution: internal conciliation/mediation aligned with religious values, without limiting statutory rights.

7) Common SEC comment triggers (and how to avoid them)

Vague purpose clause → Write a clear religious primary purpose (worship, teaching, ministry), and a short list of incidental purposes.
No asset lock → Add a dissolution clause expressly barring distributions to members/officers.
Trustee count mismatch → The number in the AoI, by-laws, and list of trustees must match.
Unclear membership → Define who can be a member, how they join/exit, and voting rights.
No conflict-of-interest rules → Add a robust policy with disclosure and abstention.

8) Frequently asked questions

Q: Can foreigners be trustees or members? A: Generally yes for religious non-stock corporations, but always consider separate legal regimes (e.g., land ownership restrictions under the Constitution) when planning property acquisition. Foreign participation may also affect visas/work authority for ministers.

Q: Do we need by-laws if we are a corporation sole? A: No. Corporation sole uses its own articles and church law. By-laws are for religious non-stock corporations.

Q: Are we automatically tax-exempt after SEC registration? A: No. Apply with the BIR for recognition of tax-exempt status (and, if desired, donee institution accreditation). Keep proper books and use funds only for your exempt purposes.

Q: Can we hold meetings online? A: Yes—if your by-laws (or board rules allowed by the by-laws) authorize remote participation and describe verification, quorum, and voting procedures.

9) Complete, customizable by-laws templates

Below are two ready-to-adapt templates:

Template A: Full-length, compliance-forward by-laws for a religious non-stock corporation.
Template B: Lean by-laws (short form) for small congregations.

Replace bracketed text (e.g., [CORP NAME]) with your details. Keep the by-laws consistent with your Articles of Incorporation.

Template A — By-Laws (Full)

BY-LAWS
OF
[CORP NAME], INC.
(A Religious Non-Stock Corporation)

ARTICLE I. NAME, PRINCIPAL OFFICE, DEFINITIONS
Section 1. Name. The Corporation shall be known as “[CORP NAME], INC.” (the “Corporation”).
Section 2. Principal Office. The principal office shall be located in [CITY/MUNICIPALITY], Philippines, or at such other place as the Board of Trustees (the “Board”) may determine.
Section 3. Definitions. “Member” means a person admitted pursuant to Article V. “Trustee” means a member of the Board. “Remote Communication” includes tele/videoconference and other SEC-recognized electronic means.

ARTICLE II. PURPOSES AND ECCLESIASTICAL DEFERENCE
Section 1. Purposes. The Corporation is organized and operated exclusively for religious and charitable purposes as stated in its Articles of Incorporation.
Section 2. Ecclesiastical Matters. Doctrinal, worship, discipline, and ministerial questions are internal ecclesiastical matters governed by the faith and polity of the Corporation; the Board shall apply the Corporation’s Statement of Faith and policies when resolving such matters.

ARTICLE III. BOOKS, RECORDS, AND FISCAL YEAR
Section 1. Books and Records. The Corporation shall maintain minutes of meetings, a record of members, books of account, and other records required by law at its principal office or in secure electronic form.
Section 2. Inspection. Members in good standing may, for legitimate purposes, inspect records subject to reasonable limits and privacy laws.
Section 3. Fiscal Year. The fiscal year shall end on [MONTH DAY].

ARTICLE IV. BOARD OF TRUSTEES
Section 1. Powers. The Board shall direct the affairs of the Corporation, consistent with law, the Articles, these By-Laws, and the Corporation’s faith commitments.
Section 2. Number and Qualifications. The Board shall consist of [ODD NUMBER ≥5] Trustees, each a Member in good standing and at least eighteen (18) years of age. Additional faith-based qualifications may be set by Board policy.
Section 3. Term and Holdover. Trustees serve for terms not exceeding three (3) years and until successors are elected and qualified. Terms shall be staggered as feasible.
Section 4. Election. Trustees are elected by the Members at the Annual Members’ Meeting by [show of hands/secret ballot/electronic ballot]. [Cumulative voting shall not apply / shall apply as provided herein].
Section 5. Vacancies. A vacancy may be filled by a majority vote of the remaining Trustees, to serve the unexpired term.
Section 6. Removal. A Trustee may be removed for cause (e.g., breach of duty, loss of qualifications, serious misconduct) by [two-thirds (2/3)] vote of the Members at a meeting called for that purpose, after due process.
Section 7. Meetings. The Board shall meet at least [quarterly]. Special meetings may be called by the Chair or any [two] Trustees.
Section 8. Notice. Notice stating date, time, and agenda shall be given at least [7] days before the meeting by e-mail or other reasonable means unless waived.
Section 9. Quorum and Voting. A majority of the Trustees in office constitutes a quorum. Decisions require the affirmative vote of a majority of Trustees present, unless a higher vote is required.
Section 10. Remote Participation. Trustees may participate and vote through Remote Communication that allows reasonable opportunity to be heard; procedures to verify identity and attendance shall be observed.
Section 11. Compensation. Trustees serve without compensation other than reasonable reimbursements. Trustees may not receive any pecuniary benefit except as permitted under Article XI (Conflicts) and applicable law.

ARTICLE V. MEMBERS
Section 1. Classes. The Corporation shall have the following classes of Members: (a) Voting Members; (b) Non-Voting Associate Members (if any). Only Voting Members have the right to notice of, attend, and vote at Members’ meetings and to elect Trustees.
Section 2. Admission. The Board (or a Membership Committee) admits Members based on the membership policy (e.g., profession of faith, attendance, baptism/rite, covenant).
Section 3. Good Standing. Members remain in good standing by upholding the Statement of Faith, code of conduct, and such participation requirements as the Board may set.
Section 4. Discipline and Termination. For doctrinal defection, serious misconduct, or persistent non-participation, a Member may be disciplined or membership terminated following a written charge, opportunity to be heard, pastoral care, and Board action, consistent with religious polity and due process.
Section 5. Rights and Obligations. Members shall support the Corporation through participation, prayer, volunteer service, and faithful stewardship. Membership is non-transferable and confers no property rights.

ARTICLE VI. MEMBERS’ MEETINGS
Section 1. Annual Meeting. Held each [MONTH] on a date set by the Board, for reports and the election of Trustees.
Section 2. Special Meetings. Called by the Board or upon written request of at least [10%] of Voting Members.
Section 3. Notice. Written notice stating date, time, place/Remote Communication link, and agenda shall be sent at least [14] days before the meeting by e-mail and posting at the principal place of worship (as practicable).
Section 4. Quorum. A majority of all Voting Members in good standing constitutes a quorum unless otherwise provided by law or the Articles.
Section 5. Voting; Proxies; Electronic Voting. Voting may be in person, by proxy, or in absentia via secure electronic means authorized by the Board. Proxy forms must be filed at least [3] days before the meeting.
Section 6. Order of Business. The Board may adopt an agenda consistent with ecclesiastical courtesy rules.

ARTICLE VII. OFFICERS
Section 1. Officers. The Corporation shall have a Chair of the Board, President, Corporate Secretary, Treasurer, and such other officers as the Board may create.
Section 2. Qualifications. The Corporate Secretary shall be a Philippine citizen and resident. Other qualifications may be set by policy.
Section 3. Election/Appointment; Term. Officers are elected/appointed annually by the Board from among the Trustees (except that the Corporate Secretary need not be a Trustee if permitted by law).
Section 4. Duties.
(a) Chair: Presides at Board and Members’ meetings; ensures Board effectiveness.  
(b) President: Chief executive; implements Board policies; oversees ministries and operations.  
(c) Corporate Secretary: Keeps minutes and records; issues notices; maintains the Members’ registry; safekeeps the seal.  
(d) Treasurer: Custodian of funds; maintains books; reports finances; ensures internal controls and compliance with BIR requirements.
Section 5. Removal and Vacancies. The Board may remove an officer for cause and fill vacancies at any time.

ARTICLE VIII. COMMITTEES
Section 1. Creation. The Board may constitute standing and special committees (e.g., Finance/Audit, Governance/Nominations, Missions, Education) and define their charters.
Section 2. Limitations. Committees shall not exercise powers requiring Board action unless expressly delegated as permitted by law.

ARTICLE IX. FINANCE AND ASSETS
Section 1. Non-Distribution Constraint. No part of the Corporation’s income shall inure to the benefit of any Member, Trustee, or officer beyond reasonable compensation for services actually rendered.
Section 2. Banking and Disbursements. Funds shall be deposited in the Corporation’s accounts; disbursements require at least two authorized signatories and adherence to spending thresholds set by the Board.
Section 3. Budget and Reports. The Board adopts an annual budget and receives periodic financial reports from the Treasurer.
Section 4. Audit. The Board shall cause the accounts to be reviewed or audited in accordance with applicable thresholds and standards; an external audit shall be engaged when required.
Section 5. Asset Lock. Upon dissolution, assets shall be distributed only to a religious or charitable institution with similar purposes, as provided in the Articles.

ARTICLE X. MEETINGS BY REMOTE COMMUNICATION
Section 1. Authorization. Members and Trustees may attend, participate, and vote through Remote Communication. The Board shall approve procedures to verify identity, quorum, and accurate vote tabulation.
Section 2. Notices and Records. Electronic notices and minutes are valid if they identify the sender and are retained in tamper-evident form.

ARTICLE XI. CONFLICTS OF INTEREST AND RELATED-PARTY TRANSACTIONS
Section 1. Policy. Trustees, officers, key volunteers, and senior staff shall disclose actual or potential conflicts annually and prior to affected decisions.
Section 2. Procedure. A conflicted person shall abstain from deliberation and voting. The Board (or a disinterested committee) shall determine fairness and necessity, considering alternatives, and shall record the basis for approval.
Section 3. Compensation Review. Any compensation to Trustees/officers shall be reasonable and approved by disinterested Trustees with appropriate comparability data.

ARTICLE XII. SAFE-GUARDING; DATA PRIVACY
Section 1. Child and Vulnerable-Person Protection. The Corporation shall maintain policies on screening, training, and reporting, consistent with law and doctrine.
Section 2. Data Privacy. A Data Protection Officer shall be designated; personal data shall be processed consistent with the Data Privacy Act and internal policies.

ARTICLE XIII. AMENDMENTS
Section 1. Initiation. The Board or at least [10%] of Voting Members may propose amendments to these By-Laws.
Section 2. Approval. Adoption requires the affirmative vote of at least [two-thirds (2/3)] of Voting Members at a duly called meeting (which may be conducted via Remote Communication).

ARTICLE XIV. MISCELLANEOUS
Section 1. Corporate Seal and Execution of Instruments. The Board may adopt a seal and designate signatories.  
Section 2. Indemnification. To the extent permitted by law, the Corporation may indemnify Trustees, officers, and volunteers acting in good faith.

ADOPTED by the Members on [DATE].
Attested by:

_____________________________                _____________________________
[NAME], Corporate Secretary                   [NAME], Chair of the Board

Template B — By-Laws (Lean)

BY-LAWS OF [CORP NAME], INC.

1. PURPOSES. The Corporation exists exclusively for religious and charitable purposes as set out in the Articles.

2. MEMBERSHIP. The Corporation shall have Voting Members admitted by the Board in accordance with policy. Membership may be terminated for cause after due process.

3. BOARD OF TRUSTEES. The Board shall have [≥5] Trustees elected by the Members for terms not exceeding three (3) years. Vacancies are filled by the Board for the unexpired term. Removal for cause requires a Members’ vote.

4. MEETINGS.
   4.1 Members. Annual meeting in [MONTH]; special meetings as called by the Board or [10%] of Voting Members. Notice at least [14] days by e-mail. Quorum: majority of Voting Members.
   4.2 Trustees. Meets at least [quarterly] with [7] days’ notice. Quorum: majority of Trustees in office.
   4.3 Remote. Members and Trustees may meet, participate, and vote via Remote Communication under procedures approved by the Board.

5. OFFICERS. Chair, President, Corporate Secretary (a Philippine citizen and resident), and Treasurer elected annually by the Board; duties as customary.

6. FINANCE. No income inures to private benefit except reasonable compensation. Dual signatories for disbursements. Fiscal year ends [MONTH DAY]. Books kept and reported to the Board; audit/review as required.

7. CONFLICTS. Interested persons must disclose and abstain; only fair, necessary related-party transactions may be approved by disinterested Trustees.

8. DISSOLUTION. Upon dissolution, assets go only to a religious or charitable entity with similar purposes.

9. AMENDMENTS. By-Laws may be amended by two-thirds (2/3) of Voting Members at a duly called meeting (including by Remote Communication).

Adopted: [DATE]

_________________________           _________________________
Corporate Secretary                 Chair of the Board

10) Articles of Incorporation checklist (religious non-stock)

While your question centers on by-laws, make sure your Articles include:

Exact corporate name and principal office (city/municipality).
Primary purpose (religious) and concise incidental purposes.
Statement that the Corporation is non-stock, non-profit, with a non-distribution constraint.
Trustees (names, nationalities, residences) — number must match by-laws.
Members (existence and classes, if any).
Dissolution/asset-lock clause.
Term (perpetual, unless you choose a fixed term).
Founders’/incorporators’ details; notarization requirements.
Acceptance of remote communications (you can also place this in by-laws).

11) After-registration essentials (quick list)

BIR: Registration, books, and if appropriate, apply for tax-exempt status and/or donee institution accreditation. Use funds strictly for your stated purposes and document everything.
SEC: File GIS annually; AFS if you meet filing thresholds.
Governance rhythm: Adopt policies (conflicts, finance, safeguarding, privacy), schedule regular board and members’ meetings, and keep minutes.
Property & land: Consult counsel before buying land (consider constitutional and nationality rules and titling nuances for religious entities).

12) Practical drafting tips

Keep Articles short and high-level; put operational detail in the By-Laws and Board policies (easier to amend).
Stagger trustee terms to preserve continuity.
Write a simple e-voting procedure now so you can actually use it later (identity verification, quorum count, ballot retention).
Make conflict-of-interest disclosures annual (simple one-page form).
Translate essentials (membership standards, discipline) into clear, pastoral language members can understand.

13) One-page pre-filing worksheet (copy/paste)

Name: ______________________
Principal Office (City/Municipality): ______________________
Primary Purpose (religious): ______________________________________
Number of Trustees (≥5, odd number recommended): _______
Trustee Terms (≤3 years): _______ years; staggered? ☐ Yes ☐ No
Officers: Chair, President, Corporate Secretary (PH citizen/resident), Treasurer, [others]
Membership classes: ☐ Voting ☐ Associate (non-voting) ☐ None
Annual Members’ Meeting month: __________
Remote meetings allowed? ☐ Yes ☐ No (if yes, attach procedures)
Fiscal year end: __________
Asset-lock clause on dissolution? ☐ Yes (required)

Final note

This package gives you everything you need to structure and draft the by-laws for a Philippine religious non-stock corporation, plus the surrounding checklist to get incorporated and stay compliant. If you want, tell me your proposed name, city, trustee count, meeting month, and membership setup—I can tailor the templates above into a ready-to-file set aligned with your particulars.