THE Securities and Exchange Commission (SEC) is now accepting applications for expired corporations that wish to revive their registrations.
The corporate regulator said in a statement Wednesday it has published Memorandum Circular No. 23 on Dec. 6, or the rules on revival for corporations with expired certificates of registration, which took effect on the same day.
This follows the approval of a perpetual corporate term as granted by Republic Act No. 11232 or the Revised Corporation Code of the Philippines.
“Under the Guidelines, an expired corporation whose certificate of registration has been suspended or revoked for non-filing of reports may revive its existence, provided it shall file the proper petition and settle the corresponding penalties,” the SEC said.
The regulator requires expired corporations that intend to apply for revival to get the approval from a majority of its board of directors or trustees and of the outstanding capital stock or members.
Other regulatory requirements are copies of a corporation’s certificate of incorporation, articles of incorporation, revived articles of incorporation showing the proposed changes in its corporate term, general information sheet and audited financial statements as of expiration and other documentary requirements.
In the case of banks and other finance related corporations, the SEC requires getting a favorable recommendation from the appropriate government agency.
For those that had corporate names that have already been used by another existing corporation, the SEC simply requires the applying corporation to change its name.
However, those that have applied for re-registration before are not allowed to apply for revival anymore, as well as those whose registrations have been revoked for reasons apart from non-filing of reports.
Should an expired corporation be given a certificate of revival, it will have two years to comply with the Revised Corporation Code.
The certificate of revival to be issued by the SEC will have a perpetual corporate term unless the corporate chooses to specify the term.
“As part of the shift to perpetual corporate terms, the Revised Corporation Code allows an expired corporation to apply for the revival of its 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,” the SEC said. — Denise A. Valdez
