X is planning to organize the Antipolo Country Club Incorporated and let the club buy 20 hectares of land for P20M which will be developed into a sports and health club complete with swimming pools, tennis courts, spas, bowling lanes, etc. Another P20M is needed to develop the club and will be raised thru the sale of certificates of membership. The certificate of membership shall give the purchaser the right to use all club facilities, and shall be transferable. It shall not however, give the purchaser any right in the income or assets of the club. The purchaser must also pay monthly dues.

QUESTION NO. 1. Is the certificate of membership an investment contract and hence, a security within the meaning of the Securities and Regulations Code (SRC)?

QUESTION NO. 2. Should the issuer file an application for registration pursuant to the registration requirement under the SRC?