SEC Issues Guidelines on Revival of Expired Corporations

The Securities and Exchange Commission issued SEC Memorandum Circular No. 23 Series of 2019 providing for Guidelines on the Revival of Expired Corporations pursuant to Section 11 of the Revised Corporation Code of the Philippines.

Corporations allowed to file a Petition for Revival of Corporate Existence:

1. 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 An Expired Corporation whose Certificate of Registration has been revoked for non-filing of reports (e.g. General Information Sheet, and Audited Financial Statements);

3. An Expired Corporation whose Certificate of Registration has been suspended;

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.

Corporations 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 A corporation whose Certificate of Registration has been revoked for reasons other than non-filing of reports (e.g. General Information Sheet, and Audited Financial Statements);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:

a. 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

b. The re-registered corporation has given its consent to the Petitioner to use its corporate mane, and has undertaken to change its corporate name immediately after the issuance of Petitioner’s Certificate of Revival.

Required Votes to Initiate Revival:

For Expired Stock Corporation, at least a majority vote of the board of directors, and the vote of at least majority of the outstanding capital stock.

For Expired Nonstock Corporation, at least a majority vote of the board of trustees, and vote of at least majority of the members.

Where to File:

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.

©2020 Ariñas Law Office | info@arinaslaw.com | 02-8395-9745

4th Floor, G & A Building, 2303 Chino Roces Ave. Ext., Makati City