Applications ongoing for revival of expired firms

Iris Gonzales (The Philippine Star) - December 12, 2019 - 12:00am

MANILA, Philippines — The Securities and Exchange Commission (SEC) has started accepting applications for the revival of expired corporations.

This after it finalized the guidelines on the revival of expired corporations.

Under the guidelines, an expired corporation whose certificate of registration has been suspended or revoked for non-filing of reports may revive its existence.

This is on the condition that it shall file the proper petition and settle the corresponding penalties.

According to the guidelines, an expired corporation whose corporate name has already been validly reused by another existing corporation may likewise apply for a revival of corporate existence, provided it shall change its corporate name.

An expired corporation may also not apply for revival of corporate existence when it has already availed of re-registration, except when the re-registered corporation has undertaken to undergo voluntary dissolution or change its corporate name.

At least a majority of the board of directors or trustees and of the outstanding capital stock or members, in the case of a nonstock corporation, must vote in favor of the revival of the expired corporation, the SEC said.

A revived corporation shall have two years from the issuance of its certificate of revival to comply with the provisions of the Revised Corporation Code.

The expired corporation shall file with the SEC a verified petition for revival, which shall state that there is no intra-corporate controversy and that no third persons nor government agency will be prejudiced by its revival, among others.

“If there has been a change in the composition of the stockholders or members, the petition must include a reconciliation of the changes from the corporation’s expiration to the stockholders’ or members’ approval of the revival,” the SEC said.

The revival of expired corporations is pursuant to Sec. 11 of the Revised Corporation Code, which provides for the perpetual existence of corporations. Under the old Code, corporate terms were capped at 50 years.

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