MANILA – The Securities and Exchange Commission (SEC) is set to allow companies whose terms expired to apply for revival, as it has drafted guidelines to provide perpetual existence of corporations in the country.
In an emailed statement on Tuesday, the SEC said it has drafted the guidelines on the revival of corporations whose terms have expired prior to the enactment of the Revised Corporation Code of the Philippines.
Under the shift to a perpetual corporate term, the Revised Corporation Code will allow an expired corporation to apply for the revival of its existence.
This will also cover all the rights and privileges under its certificate of incorporation, and subject to all of its duties, debts, and liabilities existing prior to the 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,” said SEC chairperson Emilio Aquino.
In the proposed guidelines, those applying for revival will have to file with the SEC a verified petition in accordance with the Rules of Procedure which is required to bear the signatures of majority of the Board of Directors or trustees, the corporate sectary, and the corporate treasurer.
It must also ensure that the revival of the corporation was approved by at least two-thirds of the outstanding capital stock, or members for non-stock corporation.
Also among the draft guidelines, the petition should state that there is no intra-corporate controversy, and no third persons or government agencies will be prejudiced by the revival should it be approved.
The SEC noted, however, that under the draft guidelines, corporations whose Certificates of Registration were revoked and whose corporate terms have expired for reasons other than the non-filing of reports will not be allowed revival.
Expired or dissolved corporations which already availed of re-registration will likewise not be allowed to file for revival.
Meanwhile, corporations whose Certificate of Registration was suspended and whose term of existence expired may apply for revival, provided it files for a petition to list its suspension.
The SEC said this may be incorporated in the petition for revival, provided that the penalties have been settled. (GMA News)
