MANILA INTERNATIONAL AIRPORT AUTHORITY, petitioner, vs. COURT OF APPEALS, CITY OF PARAÑAQUE, CITY MAYOR OF PARAÑAQUE, SANGGUNIANG PANGLUNGSOD NG PARAÑAQUE, CITY ASSESSOR OF PARAÑAQUE, and CITY TREASURER OF PARAÑAQUE, respondents. D E C I S I O N CAR

​FACTS:
Petitioner Manila International Airport Authority (MIAA) operates the Ninoy Aquino International Airport (NAIA) Complex in Parañaque City under Executive Order No. 903, otherwise known as the MIAA Charter. As operator of the international airport, MIAA administers the land, improvements and equipment within the NAIA Complex. On 21 March 1997, the Office of the Government Corporate Counsel (OGCC) opined that the Local Government Code of 1991 withdrew the exemption from real estate tax granted to MIAA under Section 21 of the MIAA Charter. Thus, MIAA negotiated with respondent City of Parañaque to pay the real estate tax imposed by the City and then paid some of the real estate tax already due. On 28 June 2001, MIAA received Final Notices of Real Estate Tax Delinquency from the City of Parañaque for the taxable years 1992 to 2001. Subsequently, the City of Parañaque issued notices of levy and warrants of levy on the Airport Lands and Buildings for failure of MIAA to pay the real estate tax delinquency. On 29 March 2005, the Court heard the parties in oral arguments. MIAA points out that Section 21 of the MIAA Charter specifically exempts MIAA from the payment of real estate tax. MIAA insists that it is also exempt from real estate tax under Section 234 of the Local Government Code because the Airport Lands and Buildings are owned by the Republic. Meanwhile, the respondents invoke Section 193 of the Local Government Code, which expressly withdrew the tax exemption privileges of "government-owned and-controlled corporations" upon the effectivity of the Local Government Code. It asserts that an international airport is not among the exceptions mentioned in Section 193 of the Local Government Code.

ISSUE:
Whether MIAA is a Government Owned and Controlled Corporation (GOCC) subject to real estate tax.

HELD:
​ NO. MIAA is not a government-owned or controlled corporation but an instrumentality of the National Government and thus exempt from local taxation. A government owned or controlled corporation must be organized as a stock or non-stock corporation as defined in Section 2(13) of the Administrative Code of 1987. MIAA is not organized as a stock or non-stock corporation. MIAA is not a stock corporation because it has no capital stock divided into shares. Section 3 of the Corporation Code defines a stock corporation as one whose "capital stock is divided into shares and x x x authorized to distribute to the holders of such shares dividends x x x." MIAA has capital, but it is not divided into shares of stock. MIAA has no stockholders or voting shares. MIAA is also not a non-stock corporation because it has no members. Section 87 of the Corporation Code defines a non-stock corporation as "one where no part of its income is distributable as dividends to its members, trustees or officers." A non- stock corporation must have members.