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Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
AT A GLANCE:
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 of its duties, debts and liabilities existing prior to its revival. (Section 11, Revised Corporation Code of the Philippines)
The law says:
Section 11, Revised Corporation Code of the Philippines provides that the term of existence of a corporation shall be perpetual unless its articles of incorporation provides otherwise. The same section also states that, 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 of its duties, debts and liabilities existing prior to its revival. Upon approval by the Commission, the corporation shall be deemed revived and a certificate of revival of corporate existence shall be issued, giving it perpetual existence, unless its application for revival provides otherwise.
SEC released a Memorandum Circular No. 23 setting out the guidelines for revival of corporate existence. It provides that those corporation whose terms had expired, including those whose certificate of registration has been revoked for non-filing of reports like General Information Sheet, may revive its corporate existence. This is not applicable to those companies which has completed the liquidation of its assets or those which availed of re-registration.
Revival of corporate existence would require at least majority vote of the board of directors and the vote of majority of the outstanding capital stock.
This can be done by filing a verified Petition for Revival of Corporate existence, publication of the petition in a newspaper of general circulation and submission of the documents with the Commission. If meritorious, the SEC shall grant the petition and issue the corresponding Certificate of Revival of Corporate Existence.
For more information, check out SEC Memorandum Circular No. 23, Series of 2019.
Related article: WHAT ARE THE KINDS OF POWERS OF A CORPORATION?
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