SEC issues guidelines on revival of expired corporations

The Securities and Exchange Commission has issued the guidelines on the revival of expired corporations.

In a memorandum circular, the SEC cited Republic Act 11232 or the Revised Corporation Code of the Philippines, which provides that the term of existence of a corporation shall now be perpetual unless its articles of incorporation provide otherwise.

Under the Corporation Code, a corporation whose term has expired “may apply for a revival of its corporate existence, together with all the rights and privileges under its certificate of incorporation and subject to all its duties, debts and liabilities existing prior to its revival.”

Corporations eligible to file a petition for revival of a corporate existence are those whose terms have expired and those whose certificate of registration has been revoked for nonfiling of reports.

Also qualified are those whose certificate of registration have been suspended, provided that it shall file the proper petition to lift its suspended status which may be incorporated in its petition for revival and an expired corporation whose corporate name has already been validly re-used by another corporation.

Those that cannot apply for revival are expired corporations who have completed the liquidation of assets; corporations whose certificate of registration have been revoked for reasons other than non-filing of reports and corporations dissolved by Presidential Decree 902-A.

According to the SEC, the required number of votes to initiate a revival of an expired corporation should be at least a majority vote of the board of directors and the vote of at least majority of the outstanding capital stock.