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Volume 1,
Series 2
Filing of Revocation and Ssuspension Petitions Period, Removed

SEC Memorandum Circular no. 5-2016

The SEC released its Memorandum Circular (MC) No. 5 entitled as “Removing the Periods for Filing of Petitions to Set Aside Orders or Revocation or Orders Suspension of Corporations for Failure to Comply with the Reportorial Requirements” which has been effective since June 9, 2016.

MC No. 5 includes a list of registered corporations, as well as those with suspension and revocation orders from 1936 to 2009. It also takes account of the corporations who will soon be given revocation and suspension orders because of non-compliance with the reportorial requirements. To note, this wouldn’t apply to the corporation whose terms have already expired and suspended or has revoked certificates of incorporation because of fraud and/or misrepresentation of the latter.

On filing the Petition in setting aside Revocation Orders: Since the Commission extends the period in several occasions already; the affected corporations may file their petitions to set aside these Orders of Revocation or Suspension. Last July 21 2015, the Commission had already resolved to remove the petition filing deadline, in order to give v ample time to these affected corporations, and they will be allowed to file their petitions whenever they wished. In order for their petition to be received, it must contain these substantial evidences that the corporation is still on-going, that it never ceased any of its operations during the revocation or suspension period and up until the present:

  1. Verified petition to set aside the Revocation or Suspension Orders
  2. Director’s or Trustee’s Certificate
  3. Latest due Audited Financial Statements
  4. Latest due General Information Sheet
  5. Copies of Incorporation Certificate and latest Certificate of Filing of Amended Articles or By-laws (if any) together with the latest Articles of Incorporation and By-laws.
  6. Copy of Stock and Transfer book registration or membership book
  7. Secretary’s Certificate of No Intra Corporate Controversy
  8. Sworn Certification by the external auditor
  9. Proofs of operation for each year, starting from the revocation date or incorporation date (for a suspension order) up to the time of the filing of the petition, any of this but not limited to:
    1. Audited Financial Statements
    2. Income Tax Returns
    3. Mayor’s or Business Permits
    4. Contracts
    5. Receipts showing the Real Estate Tax payments
    6. Certifications/Recognition/Annual Conventions
    7. Or any similar or related documents
The corporation needs to undergo monitoring and is required to pay the corresponding fines and filing fees before its petition will be received. With regards to covered corporations with pending intra-corporate dispute between two or more groups claiming ownership or right over the same, their petition shall only be accepted upon the finality of a court decision, resolving the said intra-corporate courtesy as to which group has a valid right and claim over the corporation.

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