TITLE I.

CIVIL PERSONALITY

CHAPTER 1
GENERAL PROVISIONS

Persons
- any being, natural or artificial, capable of possessing legal rights and obligations

Two Kinds of Persons

1. Natural Persons - human beings created by God through the intervention of parents.
2. Juridical Persons - those created by law.

Article 37. JURIDICAL CAPACITY, WHICH IS THE FITNESS TO BE THE SUBJECT OF LEGAL
RELATIONS, IS INHERENT IN EVERY NATURAL PERSON AND IS LOST ONLY THROUGH DEATH.
CAPACITY TO ACT, WHICH IS THE POWER TO DO ACTS WITH LEGAL EFFECT, IS ACQUIRED AND
MAY BE LOST.

Juridical Capacity
- the fitness to be the subject of legal relations.

Capacity to Act
- the power to do acts with legal effect.

Difference between “Juridical Capacity” and “Capacity to Act”

Juridical Capacity (capacidad juridica) Capacity to Act (capacidad de obrar)

(a) Passive (a) Active
(b) Inherent (b) Merely Acquired
(c) Lost only through death (c) Lost through death and may be restricted by other
causes
(d) Can exist without capacity to act (d) Exists always with juridical capacity

Complete Civil Capacity

-the union of the two kinds of capacity.
Article 38. MINORITY, INSANITY OR IMBECILITY, THE STATE OF BEING A DEAF-MUTE,
PRODIGALITY AND CIVIL INTERDICTION ARE MERE RESTRICTIONS ON CAPACITY TO ACT, AND
DO NOT EXEMPT THE INCAPACITATED PERSON FROM CERTAIN OBLIGATIONS, AS WHEN THE
LATTER ARISE FROM HIS ACTS OR FROM PROPERTY RELATIONS, SUCH AS EASEMENTS.

Prodigality - the state of squandering money or property with a morbid desire to prejudice the heirs of a
person.

Civil Interdiction - the deprivation by the court of a person’s right.

Minority
- A minor has a capacity to act but his capacity is restricted.

Insanity or Imbecility
- Insanity is a condition in which a person’s mind is sick.
- Imbecility is feeble-mindedness, or a condition in which a person thinks like a small child.

Monomania - insanity in one thing is not necessarily insanity in other things.

Note: If a person is under guardianship because of insanity, he is of course presumed insane if he should
enter into a contract. But this presumption is only prima facie or rebuttable. If it can be shown that he was
acting during a lucid interval, the contract will be considered valid.

State of Being a Deaf-Mute

- a deaf-mute may either be sane or insane.
- he may make a will, but cannot be a competent witness to a notarial will.

Civil Interdiction
- the restrictions do not extinguish the capacity to act. They merely restrict or limit the same.
- the incapacitated person is not exempt from certain obligations arising from his acts.

Article 39. THE FOLLOWING CIRCUMSTANCES, AMOTH OTHER, MODIFY OR LIMIT CAPACITY TO
ACT: AGE, INSANITY, IMBECILITY, THE STATE OF BEING A DEAF-MUTE, PENALTY, PRODIGALITY,
FAMILY RELATIONS, ALIENAGE, ABSENCE, INSOLVENCY AND TRUSTEESHIP. THE
CONSEQUENCES OF THESE CIRCUMSTANCES ARE GOVERNED IN THIS CODE, OTHER CODES,
THE RULES OF COURT, AND IN SPECIAL LAWS. CAPACITY TO ACT IS NOT LIMITED ON ACCOUNT
OF RELIGIOUS BELIEF OR POLITICAL OPINION.

A MARRIED WOMAN, TWENTY-ONE YEARS OF AGE OR OVER, IS QUALIFIED FOR ALL ACTS OF
CIVIL LIFE, EXCEPT IN CASES SPECIFIED BY LAW.
According to the Code Commission, Article 39 is broader than Article 38. For while Article 38 refers to
restrictions on capacity to act, Article 39 includes not only the restrictions or limitations but also those
circumstances that modify capacity to act.

Example: According to the Code Commission, a father has generally full civil capacity and is not as such
restricted under Article 38, however, precisely because he is a father, his capacity to alienate his property is
modified in the sense that he cannot impair the legitime of his compulsory heirs.

Family Relations
- a man cannot marry his mother, or sister, or even a first cousin. The fact that a man is the father of a
family creates an obligation to give support to his family and to give his children their legitime.

Alienage
- an alien cannot generally acquire private or public agricultural lands, including those residential in nature,
except thru hereditary succession.
- alien corporations cannot under the law acquire ownership over said lands, even for a limited period of
time.
- an alien cannot vote or be voted for a public office.
- a Filipino who married to a foreigner and who acquires his citizenship cannot acquire land in the
Philippines.

Absence
- the fact that one has been absent for several hears and his whereabouts cannot be determined, subjects
his property to administration by order of the court although his capacity to act is not limited.

Married Woman
- the fact that a woman is a wife, modifies her capacity to dispose of the conjugal property or to bring an
action, though her capacity to act is not limited in the sense that a minor’s capacity is limited.

CHAPTER 2

NATURAL PERSONS

Article 40. BIRTH DETERMINES PERSONALITY; BUT THE CONCEIVED CHILD SHALL BE
CONSIDERED BORN FOR ALL PURPOSES THAT ARE FAVORABLE TO IT, PROVIDED IT BE BORN
LATER WITH THE CONDITIONS SPECIFIED IN THE FOLLOWING ARTICLE.

Beginning of Personality
- personality does not begin at birth; it begins at conception. This personality at conception is called
presumptive personality. It is, of course, essential that birth should occur later, otherwise, the fetus will be
considered as never having possessed legal personality.
- personality (actual personality) really commences at birth.
When No Registration Will Be Made
- if the conditions specified in Article 41 are not complied with, the birth and the death of the child will not be
recorded in the Civil Registry.

Rule in Case of Abortive Infant

- if a physician operates on a pregnant woman and succeeds in aborting the fetus, the parents would
normally be entitled to only moral damages (distress, disappointment of parental expectation) and to
exemplary damages, if warranted, but NOT to actual damages (injury to rights of the deceased, his right to
life and physical integrity).
- the death of a person, does NOT cover the case of an unborn fetus, since this is not endowed with
personality.

Newborn Screening Act

- “Newborn Screening Act of 2004” otherwise known as RA 9288 - shall ensure that every baby born in the
Philippines is offered the opportunity to undergo newborn screening and, thus, be spared from heritable
conditions that can lead to mental retardation and death if undetected and untreated.
- parental or legal guardian’s decision to refuse testing on the ground of religious belief shall acknowledge
in writing an understanding that refusal for testing places the newborn at risk for undiagnosed heritable
conditions. Be it noted that a copy of this refusal documentation shall be made part of the newborn’s
medical records and refusal shall be indicated in the national newborn screening database.
- Newborn - means a child from the time of complete delivery to 30 days old.

Article 41. FOR CIVIL PURPOSES, THE FOETUS IS CONSIDERED BORN IF IT IS ALIVE AT THE TIME
IT IS COMPLETELY DELIVERED FROM THE MOTHER’S WOMB. HOWEVER, IF THE FOETUS HAD AN
INTRA-UTERINE LIFE OF LESS THAN SEVEN MONTHS, IT IS NOT DEEMED BORN IF IT DIES WITHIN
TWENTY-FOUR HOURS AFTER ITS COMPLETE DELIVERY FROM THE MATERNAL WOMB.

Two Kinds of Children

1. Ordinary - with an intra-uterine life of at least seven months.
2. Extraordinary - if the intra-uterine life be less than seven months. (Here the child must have lived for at
least 24 hours after its complete delivery from the maternal womb.)

Note: The term “extraordinary” was used instead of “premature” for while a child with an intra-uterine life of
eight months is still considered premature, if is for the purpose of the article considered an ordinary child.

Article 42. CIVIL PERSONALITY IS EXTINGUISHED BY DEATH.

THE EFFECT OF DEATH UPON THE RIGHTS AND OBLIGATIONS OF THE DECEASED IS
DETERMINABLE BY LAW, BY CONTRACT AND BY WILL.

How Civil Personality is extinguished

- Civil personality is extinguished by death.
Effect of Physical Death
- effect of death is determined by:
A. Law
B. Contract
C. Will

Is a Person’s “Estate” a Person by Itself?

- the “estate” of the deceased is a person that may continue the personality of the deceased even after
death -- for the purpose of settling debts.

Example:
Facts: One of the convicted defendants in a murder case dies while the case was on appeal before the
Supreme Court. Will his case be dismissed?
Held: His death extinguished his criminal liability, but the proceedings should continue to determine his civil
liability (in case it is proved that he had really committed the crime.)

Article 43. IF THERE IS A DOUBT, AS BETWEEN TWO OR MORE PERSONS WHO ARE CALLED TO
SUCCEED EACH OTHER, AS TO WHICH OF THEM DIED FIRST, WHOEVER ALLEGES THE DEATH
OF ONE PRIOR TO THE OTHER, SHALL PROVE THE SAME; IN THE ABSENCE OF PROOF, IT IS
PRESUMED THAT THEY DIED AT THE SAME TIME AND THERE SHALL BE NO TRANSMISSION OF
RIGHTS FROM ONE TO THE OTHER.

Presumptions on Survivorship under the Revised Rules of Court

- when two persons perish in the same calamity, such as a wreck, battle, or conflagration, and it is not
shown who dies first, and there are no particular circumstances from which it can be inferred, the
survivorship is presumed from the probabilities resulting from the strength and age of the sexes, according
to the following rules:
A. If both were under the age of fifteen years, the older is presumed to have survived;
B. If both were above the age of sixty, the younger is presumed to have survived;
C. If one be under fifteen and the other above sixty, the former is presumed to have survived;
D. If both be over fifteen and under sixty, and the sexes be different, the male is presumed to have
survived; if the sexes be the same, then the older;
E. If one be under fifteen or over sixty, and the other between those ages, the latter is presumed to have
survived.

Applicability of the Provision

- Article 43 applies when the case involves two or more persons who are “called to succeed each other”.
Example: Father and Son.
 CHAPTER 3

JURIDICAL PERSONS

Article 44. THE FOLLOWING ARE JURIDICAL PERSONS:

(1) THE STATE AND ITS POLITICAL SUBDIVISIONS;

(2) OTHER CORPORATIONS, INSTITUTIONS AND ENTITIES FOR PUBLIC INTEREST OR PUPOSE,
CREATED BY LAW; THEIR PERSONALITY BEGINS AS SOON AS THEY HAVE BEEN CONSTITUTED
ACCORDING TO LAW;

(3) CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS FOR PRIVATE INTEREST OR PURPOSE

TO WHICH THE LAW GRANTS A PERSONALITY, SEPARATE AND DISTINCT FROM THAT OF EACH
SHAREHOLDER, PARTNER OR MEMBER.

Classification of Juridical Persons

A. Private juridical persons
B. Public juridical persons

Public Juridical Persons

A. Public corporations like the province and the city
B. The state itself

Private Juridical Persons

A. Private corporations
B. Partnerships
C. Foundations

When Personality of Private Juridical Persons Begins

- a private corporation begins to exist as a juridical person from the moment a certificate of incorporation is
granted to it. The certificate is issued upon filing the articles of incorporation with the Securities and
Exchange Commission.
- A partnership, even if not registered is a juridical person, provided that it has been validly constituted.
However, a limited partnership to be valid as such, must be registered with the Securities and Exchange
Commission.

Article 45. JURIDICAL PERSONS MENTIONED IN NOS. 1 AND 2 OF THE PRECEDING ARTICLE ARE
GOVERNED BY THE LAWS CREATING OR RECOGIZING THEM.
THE PRIVATE CORPORATIONS ARE REGULATED BY LAWS OF GENERAL APPLICATION ON THE
SUBJECT.

PARTNERSHIPS AND ASSOCIATIONS FOR PRIVATE INTEREST OR PURPOSE ARE GOVERNED BY

THE PROVISIONS OF THIS CODE CONCERNING PARTNERSHIPS.

Determination of Nationality of Juridical Persons

- the nationality of a corporation is generally determined by the place of its incorporation. So if incorporated
in the Philippines, it is a Philippine corporation.

Exceptions:
A. For the grant of the rights in the Constitution to the operation of public utilities, and for the acquisition of
land and other natural resources, a corporation, even if incorporated here, cannot acquire said rights unless
60% of its capital be Philippine-owned.
B. During war, we may pierce the veil of corporate identity and go to the very nationality of the controlling
stockholders regardless of where the incorporation had been made. Thus a German-controlled corporation,
even if incorporated in the Philippines, was considered an enemy corporation during the war for the
purpose of freezing its assets.

Note: Even if a foreign corporation is not doing business in the Philippines, and even if not licensed, it may
sue here in our country.

Note: There is no general rule or governing principle as to what constitutes “doing” or “engaging in” or
“transacting” business in the Philippines.

Article 46. JURIDICAL PERSONS MAY ACQUIRE AND POSSESS PROPERTY OF ALL KINDS, AS WELL
AS INCUR OBLIGATIONS AND BRING CIVIL OR CRIMINAL ACTIONS, IN CONFORMITY WITH THE
LAWS AND REGULATIONS OF THEIR ORGANIZATION.

Rights of Juridical Persons:

A. To acquire and possess property of all kinds.
B. To incur obligations
C. To bring civil or criminal actions.

Note: While a corporation being a juridical person, by itself can be held liable without any personal liability
on the part of the stockholders, still said stockholders may be held liable for obligations contracted by the
corporation whenever circumstances have shown that the corporate entity is being sued as an alter ego
(other self) or business conduit for the sole benefit of the stockholders.

Note: The general rule is that a corporation is entitled to use an name, but not in violation of the rights of
others.

May a Corporation Form a Partnership?

- NO, because the relationship of trust and confidence which is found in a partnership, is absent in
corporations.
- Corporation can be bound only by the act of its Board of Directors.

Capacity to Acquire Lands

- a religious corporation which is not controlled by Filipinos cannot acquire lands, otherwise alien religious
landholdings in this country would be revived. But the Roman Catholic Church in the Philippines can
acquire lands. This is true because the Catholic Church in any country, lawfully incorporated in said
country, is an entity or person separate and distinct from the personality of the Pope or of the Holy See.
- An American citizen, under the Parity Amendment, can acquire lands in the Philippines, exploit our natural
resources, and operate public utilities, only if in his particular state in the United States, Filipinos are
granted RECIPROCAL parity rights.

A Non-Existent Corporation Cannot Sue

A Non-Existent Partnership Cannot Sue

An Unregistered Labor Organization Cannot Sue

Estoppel
- a person who contracts with a “corporation” cannot later deny its personality. But the person who
represents himself as the agent of a non-existing corporation cannot prevent the person who has been
misled from suing the “agent” personally, since a non-registered corporation does not have a juridical
personality.
A Dissolved Corporation
- even if a corporation has been dissolved, it can still continue prosecuting (as plaintiff) or defending (as a
defendant) for the next three years, through its legal counsel, who may be considered a “trustee” for this
purpose.
Article 47. UPON THE DISSOLUTION OF CORPORATIONS, INSTITUTIONS AND OTHER ENTITIES
FOR PUBLIC INTEREST OR PURPOSE MENTIONED IN NO. 2 OF ARTICLE 44, THEIR PROPERTY
AND OTHER ASSETS SHALL BE DISPOSED OF IN PURSUANCE OF LAW OR THE CHARTER
CREATING THEM. IF NOTHING HAS BEEN SPECIFIED ON THIS POINT, THE PROPERTY AND
OTHER ASSETS SHALL BE APPLIED TO SIMILAR PURPOSES FOR THE BENEFIT OF THE REGIOUN,
PROVINCE, CITY OR MUNICIPALITY WHICH DURING THE EXISTENCE OF THE INSTITUTION
DERIVED THE PRINCIPAL BENEFITS FROM THE SAME.
Rule If Public Juridical Persons Are Dissolved
A. This Article refers to public corporations or associations.
B. How assets are to be distributed:
1) First apply the provisions of the law or charter creating them.
2) If there is no such provision, the assets will be for the benefit of the place which was already receiving
the principal benefits during the existence of the corporation or association.

How a Corporation Can Exercise Its Powers and Transact Business

- it can only do so through its board of directors, officers, and agents - when authorized by a board
resolution or its by-laws.