the governor Wanda Vázquez Garced has signed today, Monday, a measure to amend the General Law of Corporations in order to clarify the legal personality of churches and ecclesial institutions, the convenience and nature of the processes of incorporation of the same and other purposes.
“This law recognizes that churches are not constituted as non-profit organizations by incorporation, as their existence is determined by the will of citizens to exercise both their right to free association and the their right to religious freedom collectively, “said the first executive in written communication.
You may be interested in:
He explained that the measure highlights that the corporate legal system, churches and ecclesiastical institutions are invisible in their constitutional peculiarity being equated, almost fully, with non-profit corporations, which happens in both the Civil Code and the Corporations Act 2009. This lack of recognition and clarity has led to conflicts in both judicial and administrative headquarters. Although ecclesiastical institutions are not being granted any kind of privilege or exception, what is being adopted is the trend of academic legal debates, at the level of civil law, when it comes to the value of incorporations of the associations of the citizens who are recognized in their existence by the constitution.
The U.S. Supreme Court has already held that religious freedom requires recognition that churches have an area of autonomy that reduces the state’s ability to intervene compared to the freedom with which it can intervene with civil corporations. . In addition, he stated that the Constitution requires the state to recognize a kind of jurisdiction in the church, different and separate from that of the state, so that the actions of both do not interfere with each other.
It is recognized that there are churches that have obtained or may obtain their corporate legal personality through channels other than those provided by the Civil Code and the Corporate Law of Puerto Rico, such as international treaties or special laws.
The amendment enables churches and ecclesiastical institutions to make use of the corporate model of the “nonprofit Corporate sole”, which is defined as a legal entity of a corporate nature consisting of the incorporation of an ecclesiastical place occupied by a natural person. at a given time to administer estate matters.
“To this day, churches, at the time of incorporation, only had the option of making use of the only corporate model offered by the 2009 Corporations Act for nonprofits. But the reality is that this general corporate model is partially convenient for the resulting type of congregational church less in keeping with the nature of a church of hierarchical structure.Sometimes hierarchical churches, when conducting economic activities with banks or with private companies, they have difficulty explaining that their corporate decisions are not made by the majority vote of their members, as is done in any other civil corporation, but by the hierarchical authority that runs the church, ”he explained. Vázquez Garced.
In the processes of incorporation of churches and ecclesiastical institutions, the state will not qualify or issue valuation judgments on religious documents or the legal ways in which churches are understood and configured themselves, as long as they are not contrary to law. and public order. This does not exempt churches and ecclesiastical institutions from incorporating responsibility with the registration of legal persons, but rather modifies so that the information required is consistent with the constitutional religious nature of the organization.
In particular, the churches and ecclesiastical institutions that join must inform the Register of Legal Entities of the following: their official name; the purposes and religious structure of the organization; the natural person who represents them, the scope of their powers and responsibilities as the manner of their election or succession; the physical address where its main headquarters are located. This new Register is positive as it offers the possibility to any citizen to know objectively the ways of acting in the society of the different corporations so that at the time of interacting with them he knows with whom he does it.
Father Carlos Pérez Toro thanked the signing of this law, which “recognizes, for the first time in our history, the legal peculiarity of churches and ecclesiastical institutions and the scope of the processes of incorporation of the same The decisions of the highest judicial forums demanded that our rule of law be tempered in this respect, and that the whole believing community on our island must thank our governor, not only for signing this very important project. , but also for the exciting and noble way in which he defended, throughout his public service, the rights of believers to have their space of diversity in contribution to the well-being of our Puerto Rican homeland. “