SEC ISSUES GUIDELINES ON REVIVAL OF EXPIRED CORPORATIONS
The Securities and Exchange Commission (SEC) has started accepting applications for the revival of expired corporations, pursuant to Republic Act No. 11232, or the Revised Corporation Code of the Philippines.
The Guidelines on the Revival of Expired Corporations, issued through SEC Memorandum Circular No. 23, Series of 2019, became effective upon its publication on December 6.
Under the Guidelines, an expired corporation whose certificate of registration has been suspended or revoked for non-filing of reports may revive its existence, provided it shall file the proper petition and settle the corresponding penalties.
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.
On the other hand, the Guidelines shall not apply to corporations which have completed the liquidation of their assets or have been dissolved by virtue of Sections 6(c) and 6(d) of Presidential Decree No. 902-A, as amended by Presidential Decree No. 1799, as well as those whose certificates of registration have been revoked for reasons other than non-filing of reports.
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 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.
Along with the petition, the expired corporation shall file copies of its certificate of incorporation, articles of incorporation, revived articles of incorporation showing the proposed changes in its corporate term, general information sheet and audited financial statements as of expiration, and other documentary requirements.
The SEC shall also require a favorable recommendation of the appropriate government agency in the case of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, non-stock savings and loans associations, pawnshops, corporations engaged in money service business, and other financial intermediaries.
The petition may be filed with the SEC Company Registration and Monitoring Department or any of the Commission’s satellite and extension offices.
Within 15 days from filing, the expired corporation shall publish the petition in a newspaper of general circulation. It shall file with the SEC pieces of evidence of the publication 15 days thereafter.
Parties in interest may file a verified opposition to the revival within 15 days from the date of publication. They shall pre-mark all evidence to be introduced upon filing of the opposition or during a scheduled conference.
If it finds the petition meritorious, the SEC shall issue a certificate of revival of corporate existence, which shall provide for a perpetual corporate term unless the revived corporation opts for a specific term.
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 revival of expired corporations is pursuant to Section 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.
As part of the shift to perpetual corporate terms, the Revised Corporation Code allows an expired corporation to apply for the revival of its existence, 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.
For the complete list of requirements and application process, refer to the Guidelines on the Revival of Expired Corporations on the SEC website.
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