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SEC Issues Guidelines on the Revival of Expired Corporations

Prompted by changes introduced by the Revised Corporation Code, on 21 November 2019, the Securities and Exchange Commission issued SEC Memorandum Circular No. 23, series of 2019, to provide guidelines on the revival of expired corporations. The MC is currently awaiting publication.

Corporations with an expired term (Expired Corporation), or Expired Corporations whose certificate of registration have been revoked or suspended for non-filing of reports, or whose corporate name has already been validly re-used and currently being used by another existing corporation registered with the SEC, may file for Petition for Revival of corporate existence.

On the other hand, an Expired Corporation that has completed liquidating its assets, or whose Certificate of Registration was revoked for reasons other than non-filing of reports, or if dissolved by virtue of Secs. 6(c) and (d) of the Anti-Dummy Law, or has already availed itself of re-registration under SEC Memorandum Circular No. 13, series of 2019 (unless the re-registered corporation gave its consent to the expired corporation to use its corporate name and has undertaken to either undergo voluntary dissolution or change its corporate name immediately after the issuance of a certificate of revival to the previously expired corporation) is disqualified from applying for revival of its existence.

An Expired Corporation shall file a Verified Petition (for the revival of corporate existence) after having secured at least a majority vote of the its board of directors or trustees and its outstanding capital stock or members, and which Verified Petition must contain the allegations required under Section 6(a) and contain the documentary requirements under Section 7 of the MC. The applicant must publish the Verified Petition stamped received by the SEC within 15 days from filing, and proof of its publication must be filed with the SEC. Parties in interest may file an opposition and the SEC may call a clarificatory conference.

Once the SEC finds the petition for revival meritorious, a certificate of revival is issued.

A corporation issued with a Certificate of Revival shall have the rights and privileges under its Certificate of Incorporation and shall be subject to all its duties, debts and liabilities existing prior to the revival of its corporate term. The Certificate of Revival shall provide for a perpetual term of existence, unless a specific corporate term is stated in the Verified Petition for Revival.

Click here to read the entire text of SEC MC No. 23 series of 2019.

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