By James A. Loyola
The Securities and Exchange Commission (SEC) is issuing guidelines on the revival of corporations whose terms have expired prior to the enactment of Republic Act No. 11232, or the Revised Corporation Code of the Philippines.
The proposed Guidelines on the Revival of Expired Corporations is pursuant to Section 11 of the Revised Corporation Code, which provides for the perpetual existence of corporations.
As part of the shift to a perpetual corporate term, the Revised Corporation Code allows an expired corporation to apply for the revival of its existence.
The revival comes together with all the rights and privileges under its certificate of incorporation and subject to all of its duties, debts and liabilities existing prior to its revival.
“The revival of expired corporations will ultimately benefit our society. This will translate to more market players competing, introducing innovations and more choices, and creating employment opportunities, among others,” SEC Chairperson Emilio B. Aquino said.
Under the draft guidelines, an expired corporation seeking to revive its existence shall file with the Commission a verified petition for revival signed by a majority of the board of directors or trustees, the corporate secretary, and corporate treasurer.
The petition must state that the revival of the corporation was approved by a vote of at least two-thirds of the outstanding capital stock, or members for non-stock corporation.
It must also show that there is no intra-corporate controversy and that no third persons nor government agency will be prejudiced by the corporation’s revival.
The SEC shall also require a favorable recommendation from the appropriate government agency in the case of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, non-stock savings and loan associations, pawnshops, corporations engaged in money service business, and other financial intermediaries.
A corporation whose certificate of registration has been revoked and whose corporate term has expired, for reasons other than the non-filing of reports, shall not be allowed to revive its corporate existence.
Meanwhile, a corporation whose certificate of registration has been suspended and whose term of existence has expired may apply for revival, provided it files the proper petition to lift its suspension, which may be incorporated in its petition for revival, and settles the corresponding penalties thereof.
Revival shall also not be applicable to expired or dissolved corporations, which already availed of re-registration.
A revived corporation shall be given a period of not more than two years from the issuance of the certificate of revival to comply with the provisions of the Revised Corporation Code.