Under the Revised Corporation Code of the Philippines (Batas Pambansa Bilang 68), corporations are allowed to operate perpetually. If there is an exact term, say fifty (50) years, extensions to this term may be made by applying for the amendment of the corporate term so long as the term has not yet expired.
The Republic Act No. 11232, also known as the Revised Corporation Code (RCC), which took effect on February 23, 2019, introduced significant changes regarding company reactivation. Under Section 11 of the RCC, corporations whose terms have expired can apply for a revival of their corporate existence, retaining all rights and privileges under their Certificate of Incorporation and remaining subject to all duties, debts, and liabilities existing before the revival.
Who May Apply for Revival
The following entities are eligible to file a Petition for Revival of Corporate Existence:
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- Expired Corporations: Corporations whose terms have expired.
- Corporations with Revoked Certificates: Expired corporations whose Certificates of Registration were revoked for non-filing of reports (e.g., General Information Sheet, Audited Financial Statements) must file a Petition to Lift the Revoked Status along with the Petition to Revive, and settle any associated penalties.
- Corporations with Suspended Certificates: Expired corporations with suspended Certificates of Registration must file a Petition to Lift the Suspended Status and settle any penalties.
- Corporations with Reused Names: Expired corporations whose corporate names have been reused by another registered corporation must change their corporate name within thirty (30) days from the issuance of their Certificate of Revival.
Who May Not Apply for Revival
The following entities are ineligible to file a Petition for Revival of Corporate Existence:
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- Completed Liquidations: Expired corporations that have completed the liquidation of their assets.
- Revocation for Other Reasons: Corporations whose Certificates of Registration were revoked for reasons other than non-filing of reports.
- Dissolved Corporations: Corporations dissolved under Sections 6(c) and 6(d) of Presidential Decree No. 902-A, as amended by Presidential Decree No. 1799.
- Re-registered Corporations: Expired corporations that have already re-registered in accordance with other guidelines unless: The re-registered corporation consents to the petitioner’s use of its name and agrees to voluntary dissolution or name change after the petitioner’s Certificate of Revival is issued.
Where to File the Petition
The Petition for Revival of Corporate Existence can be filed with the Commission’s Company Registration and Monitoring Department (CRMD), any SEC Satellite Office, or any SEC Extension Office.
Payment Fees
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- Petition Fee: ₱3,060.00, inclusive of Legal Research Fee and Documentary Stamp Tax.
- Filing Fee: Based on the current authorized capital stock of the company, as specified in SEC Memorandum Circular No. 3, Series of 2017 or subsequent amendments.
Procedure of Revival
Reactivating a corporation in the Philippines involves several steps, as outlined by the Revised Corporation Code of the Philippines (Republic Act No. 11232). Here’s a detailed guide on the procedure to follow:
1. File a Verified Petition for Revival.
Draft the Petition: The petitioner or their authorized representative must prepare a verified petition for the revival of corporate existence. This petition must include the following:
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- Approval for Revival: Confirmation that the revival was approved by a majority vote of the outstanding capital stock or members (for non-stock corporations).
- Reconciliation of Changes: If there have been changes in stockholders or members since the expiration of the corporate term, include a reconciliation detailing these changes. Attach supporting evidence such as Deeds of Sale, Assignments, Death Certificates, or Extrajudicial Settlements.
- Current Officers: Statement that the signatories are the duly elected directors, trustees, and officers.
- No Pending Legal Issues: Affirm that no intra-corporate disputes or claims are pending against the corporation’s directors, officers, or stockholders.
- No Harm to Third Parties: Assurance that the revival will not harm any third party or government agency.
- Corporate Name Reuse: If the corporate name has been reused by another entity, the petitioner must agree to change their name within 30 days of receiving the Certificate of Revival and provide a proposed new name.
- Consent for Re-registration: If previously re-registered, include consent from the re-registered corporation for using the name and a plan for name change or voluntary dissolution if required.
2. Publication of the Petition.
- Publish in a Newspaper: Within 15 days of filing, publish the petition in a newspaper of general circulation. Ensure it is stamped “Received” by the SEC.
- Provide Proof of Publication: Submit an affidavit from the newspaper’s editor and a cutout of the publication showing the date, newspaper name, and the complete petition.
3. Handle Opposition.
- File Verified Opposition: Interested parties may file a Verified Opposition within 15 days from the publication date. This opposition must state the grounds and be served to the petitioner with proof of service.
- Verify Opposition: The opposition must be verified in the same manner as the petition, following SEC rules.
4. Document Submission and Review.
- Submit Documents: File the original petition along with three copies of all documents, properly marked.
- Pre-Mark Evidence: During the filing or a scheduled conference, pre-mark all evidence to be introduced. Present original documents for comparison with photocopies.
- Stipulate Documents: If a conference is not held, stipulate in the petition or opposition that documents are authentic copies and the information provided is accurate.
5. Attend Clarificatory Conference (If Needed).
- Attend Conference: The SEC may call a clarificatory conference to resolve any factual or legal issues.
6. Wait for SEC Decision.
- Review and Grant: The SEC will review the petition and, if deemed meritorious, issue a Certificate of Revival of Corporate Existence. This certificate confirms the revival and grants all rights and privileges under the original Certificate of Incorporation.
- Perpetual Term: The Certificate of Revival will generally provide for a perpetual term unless a specific term is requested by the applicant.
By following these steps, you can successfully navigate the procedure for reviving a corporation in the Philippines and ensure compliance with the Revised Corporation Code.
Documentary Requirements
The petition must include:
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- Photocopies of Certificate of Incorporation and Amended Articles of Incorporation.
- Revived Articles of Incorporation with underlined changes.
- General Information Sheet (GIS) or equivalent documentation.
- Notarized list of stockholders or members.
- Supporting evidence of stockholder or member changes.
- Audited Financial Statements from the date of expiration and a recent one.
- Official Receipts for petition and filing fees.
- Favorable recommendations from relevant government agencies for certain types of corporations.
- Proof of reservation for a new corporate name if needed.
Compliance and Exemptions
Under Section 185 of the RCC, a revived corporation has two (2) years from the issuance of its Certificate of Revival to comply with RCC provisions. The Commission may provide exemptions or apply reasonable procedures in exceptional cases to expedite the process.
This article provides an overview of the process and requirements for reviving a corporation under the Revised Corporation Code of the Philippines, ensuring that entities can effectively restore their legal status and continue their operations.
Reactivating a corporation in the Philippines involves a detailed process of petition filing, publication, and compliance with regulatory requirements. By understanding and following these procedures, corporations can effectively restore their status and continue their operations under the Revised Corporation Code.
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Are you aware of the steps required to reactivate your business under the Revised Corporation Code of the Philippines? Set up a consultation with FilePino today! Call us at (02) 8478-5826 (landline) and 0917 892 2337 (mobile) or send an email to info@filepino.com.
