REVIVAL OF EXPIRED CORPORATION

Read also: RIGHTS OF STOCKHOLDERS IN A DISSOLVED CORPORATION

The Corporation Code initially provides that a corporation shall exist for a period not exceeding fifty (50) years from the date of incorporation.  Failure to extend the term would mean expiration of the corporation.

However, Republic Act No. 11232, or the Revised Corporation Code of the Philippines (“RCC”), made amendments to the corporation’s term.  A corporation shall now have perpetual existence unless its articles of incorporation provides otherwise. The Revised Corporation Code also included provisions for the revival of an expired corporation.

Accordingly, a corporation whose term has expired (“Expired Corporation”) may now apply for a revival of its corporate existence.  SEC Memorandum Circular No. 23 Series of 2019 provides the guidelines on the revival of Expired Corporations, to wit:

WHO MAY APPLY:

The following corporations may file a Petition for Revival of Corporate Existence:

1. Generally, a corporation whose term has expired;
2. An Expired Corporation whose Certificate of Registration has been revoked for non-filing of reports (e.g. General Information Sheet, and Audited Financial Statements), provided that it shall file the proper Petition to Lift its Revoked Status, which may be incorporated in its Petition to Revive, and must settle the corresponding penalties thereof;
3. An Expired Corporation whose Certificate of Registration has been suspended, provided that it shall file the proper Petition to Lift its Suspended Status, which may be incorporated in its Petition to Revive, and must settle the corresponding penalties thereof; or
4. An Expired Corporation whose corporate name has already been validly re-used, and is currently being used, by another existing corporation duly registered with the Commission, provided that the former shall change its corporate name within thirty (30) days from the issuance of its Certificate of Revival of Corporate Existence.

 WHO MAY NOT APPLY FOR REVIVAL

The following are not allowed to file a Petition for Revival of Corporate Existence:

1. An Expired Corporation which has completed the liquidation of its assets;
2. A corporation whose Certificate of Registration has been revoked for reasons other than non-filing of reports (e.g. General Information Sheet, and Audited Financial Statements);
3. A corporation dissolved by virtue of Sections 6(c) and 6(d) of Presidential Decree No. 902-A, as amended by Presidential Decree No. 1799; or
4. An Expired Corporation which already availed of re-registration, in accordance with Memorandum Circular No. 13, series of 2019 (Amended Guidelines and Procedures on the Use of Corporate and Partnership Names), or other memorandum circulars issued by the Commission pertaining to re-registration, except when:

1. The re-registered corporation has given its consent to the Petitioner to use its corporate name, and has undertaken to undergo voluntary dissolution immediately after the issuance of the Petitioner’s Certificate of Revival; or
2. The re-registered corporation has given its consent to the Petitioner to use its corporate name, and has undertaken to change its corporate name immediately after the issuance of the Petitioner’s Certificate of Revival.

WHERE TO FILE THE PETITION FOR REVIVAL OF CORPORATE EXISTENCE

The Petition for Revival of Corporate Existence may be filed with the Commission’s Company Registration and Monitoring Department (“CRMD”), any SEC Satellite Office, or any SEC Extension Office.

PROCEDURE OF REVIVAL

1. Petitioner, or its duly authorized representative, shall file a verified Petition for the Revival of Corporate Existence, in accordance with the SEC Rules of Procedure, and must contain the following statements:
   1. That the revival of Petitioner’s corporate term was approved by a vote of at least majority of the outstanding capital stock, or by at least majority of the members in the case of a nonstock corporation;
   2. If there has been a change in the composition of the stockholders or members since the expiration of Petitioner’s corporate term, a Reconciliation of the changes in the composition of the stockholders or members from the date of expiration of Its corporate term up to the date of stockholders’ or members’ approval of the resolution to file the Petition for Revival of Corporate Existence, or the date of approval by the board of directors, or trustees in the case of a nonstock corporation, of the filing of said Petition, whichever is later, which shall provide for, and refer to, the supporting evidence (e.g. Deed of Sale, Deed of Assignment, Death Certificate of a stockholder/member, and Extrajudicial Settlement of the Estate of a stockholder/member) of the changes in the composition of the stockholders or members;
   3. That the undersigned are the duly elected directors or trustees, and officers of Petitioner;
   4. That, as of the date of filing of the Petition for Revival, no action or proceeding has been filed or is pending before any court or tribunal involving an intra-corporate dispute or claim by any person or group against the directors, officers, or stockholders of the Corporation;
   5. That the revival of Petitioner’s corporate term shall not cause damage, loss, or injury to any third person or any government agency;
   6. If Petitioner’s corporate name has already been validly reused, and is currently being used, by another existing corporation duly registered with the Commission, that Petitioner shall change its corporate name within thirty (30) days from the issuance of its Certificate of Revival of Corporate Existence (Petitioner must also state in its Petition its proposed new corporate name, which must be duly reserved with the Commission); and
   7. If Petitioner is an expired corporation which already availed of re- registration, in accordance with Memorandum Circular No. 13. Series of 2019 (Amended Guidelines and Procedures on the Use of Corporate and Partnership Names), or other memorandum circulars issued by the Commission pertaining to re-registration, that:
      1. The re-registered corporation has given its consent to the Petitioner to use its corporate name, and has undertaken to undergo voluntary dissolution immediately after the issuance of the Petitioner’s  Certificate of Revival, or
      2. the re-registered corporation has given its consent to the Petitioner to use its corporate name, and has undertaken to change its corporate name immediately after the issuance of the Petitioner’s Certificate of Revival.
2. Within fifteen (15) days from filing, Petitioner, or its duly authorized representative, shall publish in a newspaper of general circulation its Petition for Revival, stamped “Received” by the Commission, with the corresponding docket number.
3. Within fifteen (15) days from publication, Petitioner, or its duly authorized representative, shall file with the Commission the following pieces of evidence of the publication of the Verified Petition for Revival in a newspaper of general circulation:
   1. Affidavit of the Newpaper’s Editor-in- Chief/Managing Editor/ Content Editor attesting to the fact of publication of the Petition for Revival; and
   2. Actual newspaper cutout of the publication showing the date and name of the newspaper, and all the pages of the Petition with its attachments.
4. Parties in interest may file a Verified Opposition to the Petition for Revival, with a clear statement of the grounds relied upon, within fifteen (15) days from the date of publication of the Verified Petition for Revival. The party opposing the Petition for Revival shall serve to the Petitioner a copy of the Verified Opposition with its attachments, and shall attach proof of such service in the Verified Opposition to be filed with the Commission.
5. The Petition for Revival, and any Opposition thereto, shall be verified.
6. A party in interest shall file with the Commission the original documents along with three (3) copies thereof, which shall be properly marked.
7. Upon filing of the Petition for Revival or during a scheduled conference, Petitioner, or its duly authorized representative, shall pre-mark all evidence to be introduced, and shall present the original documents for comparison with the photocopies of the supporting documents attached with the Petition for Revival. A party opposing the Petition for Revival, or his/her/its duly authorized representative, upon filing of the Opposition or during a scheduled conference, shall pre-mark all evidence to be introduced. The parties shall make accessible to the adverse party the original of the evidence presented, in order to verify and compare in case of doubt on its authenticity. In lieu of a scheduled conference, the Petitioner or a party opposing the Petition for Revival may stipulate in their respective Petition or Opposition that each of the documents submitted is an authentic copy of the original, complete, and all statements and information provided therein are true and correct.
8. The Commission may call the parties for a Clarificatory Conference to clarify factual and legal issues.
9. If the Commission finds that the Petition is meritorious, it shall grant the Petition and issue a Certificate of Revival of Corporate Existence, which shall be evidence of Petitioner’s revival, together with all the rights and privileges under its Certificate of Incorporation and subject to all its duties, debts and liabilities existing prior to the revival of its corporate term.
10. The Certificate of Revival shall provide for a perpetual term of existence unless a specific corporate term is stated by the applicant corporation in the verified Petition for Revival.

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Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.

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