Sherwood Hills Golf Club, Inc. v. Callangan

July 23, 2019

SEC EN BANC CASE NO. 02-10-195

SHERWOOD HILLS GOLF CLUB, INC., petitioner, vs. ATTY. JUSTINA F. CALLANGAN, in her capacity as the Director of the CORPORATION FINANCE DEPARTMENT OF THE SECURITIES AND EXCHANGE COMMISSION, respondent.

DECISION

This resolves the Verified Petition for Review filed on 15 February 2010 by Petitioner SHERWOOD HILLS GOLF CLUB, INC. (SHERWOOD HILLS), praying that the En Banc reverse the Letter-Order of the Commission's CORPORATION FINANCE DEPARTMENT (CFD) dated 20 January 2010, where the CFD directed SHERWOOD HILLS to amend its articles of incorporation for being contrary to the Corporation Code, specifically as to voting rights in a stock corporation. CAIHTE

At the heart of the controversy is whether a golf/country club should be regulated as a stock corporation or as a non-stock corporation.

RELEVANT FACTS

On 13 March 1996, SHERWOOD HILLS was registered with the Commission 1 as a "non-profit stock corporation," viz.

ARTICLES OF INCORPORATION
OF
SHERWOOD HILLS GOLF CLUB, INC.

KNOW ALL MEN BY THESE PRESENTS:

THAT WE, who are of legal age, and a majority of whom are residents of the Philippines, have this day voluntarily...

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