News & Updates

The Securities and Exchange Commission (“SEC”) issued Memorandum Circular No. (“SEC MC No.”) 23, Series of 2019, providing for the Guidelines on the Revival of Expired Corporations (“Guidelines”).

The Guidelines were issued to provide for the clear and proper implementation of Section 11 of the Revised Corporation Code of the Philippines (“RCC”) which took effect on 23 February 2019. Section 11 of the RCC broadly provides that a corporation whose term has expired (“Expired Corporation”) may apply for the revival of its corporate existence, together with all the rights and privileges under its certificate of incorporation and subject to all its duties, debts and liabilities existing prior to its revival.

The revival of corporate existence requires at least a majority vote of the board of directors, and the vote of at least a majority of the outstanding capital stock for stock corporations. For non-stock corporations, at least a majority vote of the board of trustees, and the vote of at least a majority of the members are required.

The revival is initiated by filing a Verified Petition for the Revival of Corporate Existence (“Petition for Revival”) with the SEC’s Company Registration and Monitoring Department, any SEC Satellite Office, or any SEC Extension Office.

The following entities are qualified to file a Petition for Revival:

1. A corporation whose term has expired;
2. An Expired Corporation whose Certificate of Registration has been revoked for non-filing of reports such as the General Information Sheets and Audited Financial Statements;
3. An Expired Corporation whose Certificate of Registration has been suspended; and
4. An Expired Corporation whose corporate name has already been validly re-used, and is currently being used, by another existing corporation duly registered with the Commission.

On the other hand, the following are not qualified to file a Petition for Revival:

1. An Expired Corporation which has completed the liquidation of its assets;
2. A corporation whose Certificate of Registration has been revoked for reasons other than non-filing of reports such as General Information Sheets and Audited Financial Statements;
3. A corporation dissolved by virtue of Sections 6(c) and 6(d) of Presidential Decree No. 902-A, as amended by Presidential Decree No. 1799; or
4. An Expired Corporation which already availed of re-registration, in accordance with SEC MC No. 13, Series of 2019 entitled, “Amended Guidelines and Procedures on the Use of Corporate and Partnership Names”, or other memorandum circulars issued by the SEC pertaining to re-registration, except when:

a. The re-registered corporation has given its consent to the Petitioner to use its corporate name, and has undertaken to undergo voluntary dissolution immediately after the issuance of the Petitioner’s Certificate of Revival; or

b. The re-registered corporation has given its consent to the Petitioner to use its corporate name, and has undertaken to change its corporate name immediately after the issuance of the Petitioner’s Certificate of Revival.

If the applicant is a bank, banking or quasi-banking institution, pre-need company, insurance company, trust company, non-stock savings and loan association, pawnshop, money service company, or financial intermediary, its Petition for Revival must be accompanied by a favourable recommendation of the appropriate government agency.