How to revive an expired corporation

To help businesses revive corporations with expired, suspended, or revoked certificates of registration, the Securities and Exchange Commission (SEC) has issued a new set of guidelines.

In Memorandum Circular No. 23, Series of 2019 issued last December 6, the SEC noted that an expired corporation whose name has been taken by another existing corporation will be allowed to revive its corporate existence if it changes its name.

The guidelines do not cover corporations that have completed asset liquidation or have been dissolved by virtue of Presidential Decree No. 902-A, as well as companies with certificates of registration that have been revoked for reasons other than failing to meet regulatory filing.

An expired corporation is also not allowed to revive its corporate existence if it has already re-registered, unless the re-registered corporation has voluntarily been dissolved or changed its corporate name.

A majority of the board of directors or trustees and of the outstanding capital stock must vote in favor of reviving the company, the commission said.

Here is the process of reviving an expired corporation, according to the SEC:

• file a petition for revival

• a petition must include the reconciled corporate changes and stockholders’ or members’ approval of the revival

• file copies of certificate of incorporation, articles of incorporation, and revived articles of incorporation with the proposed changes in corporate term, general information sheet, and audited financial statements as of expiration

The SEC also requires a favorable recommendation of an appropriate government agency in the case of banks, banking and quasi-banking institutions; preneed, insurance and trust companies; non-stock savings and loans associations, pawnshops; and corporations engaged in money service business, and other financial intermediaries.

The petition may be filed with the SEC Company Registration and Monitoring Department or any of the Commission’s satellite and extension offices.

Within 15 days from the filing date, the corporation should publish the petition in a newspaper of general circulation and provide the SEC with evidence of the publication.

Parties in interest may file a verified opposition to reviving a corporation within 15 days from the date of publication, and pre-mark all evidence to be introduced upon filing of an opposition or during a scheduled conference with the commission.

If it finds the petition meritorious, the SEC will issue a certificate of revival of corporate existence, which provides for a perpetual corporate term unless the revived corporation wants a specific term.

A revived corporation has two years from the issuance of its certificate of revival to comply with the provisions of the Revised Corporation Code.

Section 11 of the Revised Corporation Code provides for the perpetual existence of corporations.

The complete list of requirements and application process can be found on the SEC website, www.sec.gov.ph. —Julia Mari Ornedo/VDS, GMA News