In Re: Legacy Motors, Inc.

January 16, 2009 SEC CASE NO. 12-08-252 IN RE: LEGACY MOTORS, INC. , petitioner . FOR : Voluntary Dissolution Where Creditors are Affected Under Section 119 of the Corporation C od e of the Philippines O R D E R Before us is the Petition for Voluntary Dissolution under Section 119 of the Corporation Code dated 10 December 2008 filed by Legacy Motors, Inc. ("petitioner", for brevity). IHDCcT Section 119 of the Corporation Code provides in part: "Sec. 119. Voluntary Dissolution where creditors are affected. Where the dissolution of a corporation may prejudice the rights of any creditor, the petition for dissolution shall be filed with the Securities and Exchange Commission. The petition shall be signed by a majority of its board of directors or trustees or other officers having the management of its affairs, verified by its president or secretary or one of its directors or trustees, and shall set forth all claims and demands against it, and that its dissolution was resolved upon by the affirmative vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or by at least two-thirds (2/3) of the members at a meeting of its stockholders or members called for that purpose." After a careful scrutiny of the petition, we find that the same lacks the following and is therefore deficient in form: 1. Duly notarized Verification and Certification Against Forum-Shopping and Secretary's Certificate stating the date of notarization thereof; 2. Audited Financial Statements ("AFS") for the year ended 2007 duly stamped received by the Bureau of Internal Revenue ("BIR") and the Commission and the Interim AFS for the current fiscal year; 3. Detailed List/Inventory of assets and properties of the petitioner, including but not limited to, certificates of title to or registration of personal and real properties, shares of stock, securities, bank deposits, and the like; 4. Schedule of Liabilities indicating the name of creditors, their addresses, their claims and the nature of their claims or how they became creditors; TICaEc 5. Detailed list of cases pending before the courts, Commission, BIR, Bangko Sentral ng Pilipinas , and other administrative or quasi-judicial agencies of the government, if any; and 6. General Information Sheet for the year 2007 duly stamped received by the Commission. In our Order of 23 December 2008, petitioner was given an opportunity to correct or comply with the foregoing requirements not later than 09 January 2009. Said Order was sent to the principal office address stated in the petition, which is at 1438 Quezon Avenue corner Borromeo Street, Quezon City but was returned unserved because petitioner already moved out therefrom since December of 2008 without any forwarding address. Thus, petitioner to date has not complied with our 23 December 2008 Order. Further, while the Commission undoubtedly has jurisdiction over petitions for voluntary dissolution and the consequent liquidation of a corporation, it nevertheless has ample authority to dismiss or deny the same if circumstances so warrant. In this case, petitioner admits that it is already insolvent 1 and hence could very well have initiated an insolvency proceeding in the regular court. The liquidation of even a single corporation is by no means a simple and easy task as it requires the identification, conservation and conversion of assets to ultimately settle all claims for and against the company. Considering the huge number and nationwide scope of the claims against petitioner, a regular court is in the best position to convene all the creditors of the corporation, ascertain their claims, and determine their preferences. 2 WHEREFORE, premises considered, the instant petition is hereby DISMISSED. SO ORDERED. City of Mandaluyong, January 16, 2009. (SGD.) VERNETTE G. UMALI-PACO Chairperson, Hearing Panel (SGD.) EMMANUEL Y. ARTIZA Member, Hearing Panel (SGD.) EMMA A. VALENCIA Member, Hearing Panel Footnotes 1. Paragraph 3 of the Petition, p. 2. CSEHcT 2. Consuelo Metal Corporation vs. Planters Development Bank et al. , G.R. No. 152580, 26 June 2008.