In the Matter of Suburban Heights Ridgemont Tricycle Operators and Drivers Association, Inc.

February 12, 2009 SEC CRMD CASE NO. 08-51 IN THE MATTER OF SUBURBAN HEIGHTS RIDGEMONT TRICYCLE OPERATORS AND DRIVERS ASSOCIATION, INC. SEC REGISTRATION NO. 000121070A FOR : Petition for Revocation of Certificate of Registration DECISION This refers to the Petition dated November 19, 2008, for the revocation of the certificate of registration of the "Suburban Heights Ridgemont Tricycle Operators and Drivers Association, Inc." with SEC Registration No. 00012170A (SHRTODA for brevity). ECDaAc Petitioner, Suburban Heights Accessoria Ridgemont Tricycle Operators and Drivers Association, Inc. (SHARTODA, for brevity), is a domestic corporation, registered with the Commission on July 2, 2008 with principal office address at Blk. 4 Lot 12 Suburban Heights, Cainta, Rizal. Its primary purpose, as stated in its Articles of Incorporation, is to establish an organization that will represent the tricycle operators and drivers plying the route Suburban Heights-Accessoria Ridgemont and vice versa. Petitioner alleges the following: 1. that the certificate of registration of SHRTODA was revoked by virtue of SEC Order dated July 8, 2003 due to non-filing of the reportorial requirements; 2. that the officers of the SHRTODA in its desire to restore the association called and held a general membership meeting on March 29, 2008 to discuss and decide on the many problems affecting the association, including its revoked status; 3. that the operators and drivers in its meeting held on June 7, 2008 resolved not to file a petition to set aside the order of revocation of the certificate of registration of SHRTODA, instead, decided to register a corporation under the name Suburban Heights Accessoria Ridgemont Tricycle Operators and Drivers Association Inc. (SHARTODA); 4. that on July 2, 2008, a Certificate of Registration was issued to SHARTODA by the Commission; 5. that some of members of the association ( i.e., SHRTODA) came to the Commission and requested for a Certification of Corporate Filing and Information from the Company Registration and Monitoring Department and a Certification dated July 2, 2008 stating that "the subject corporation (SHRTODA) is registered with the Commission on February 15, 1995 to exist for a period of fifty (50) years and no Amended Articles of Incorporation dissolving the corporation have been filed" was issued. SIaHDA 6. that said Certification is contrary to the Order of the Commission revoking the certificate of registration of SHRTODA and that its revocation stands since no petition to set aside said order of revocation has been filed. Also, the certification stating that SHRTODA was registered on February 15, 1995 is incorrect since it was registered on April 12, 1984; and 7. that a certain Modesto delos Santos, is misrepresenting himself as the elected president of SHRTODA in the transaction with the Commission. Petitioner is praying for the following: 1. that the Commission recall and nullify the "Certification" issued and maintained the revocation of the certificate of registration of SHRTODA under Reg. No. 000121070A due to non-filing of reports; and 2. that if a petition to set aside the Order of Revocation is filed by any individual should not be given due course considering that a new tricycle operators and drivers association is registered under the name of SHRTODA. To determine the appropriate action on the instant Petition, available records of the Commission were verified. Per verification with the Commission's database, it appears that there are two (2) SEC Registration Nos. in the name of Suburban Heights Ridgemont Tricycle Operators and Drivers Association, Inc. ( i.e., Reg. Nos. 0000121070 and 000121070A). Thus, records of the two (2) registration numbers were retrieved for examination. Upon retrieval of the records, there is no corporate file for SEC Reg. No. 000121070A. To be certain, earnest efforts have been exerted to locate any file on it in the Commission's offsite office in Novaliches but it proved that no entity with such registration number is on file with the Commission. On the other hand, records of the corporation with SEC Reg. No. 0000121070 on file with the Commission showed that the corporation was registered with the Commission on June 11, 1984. Its original name is "Suburban Heights Tricycle Operators and Drivers Association, Inc." but was later on amended to "Suburban Heights Ridgemont Tricycle Operators and Drivers Association, Inc." as evidenced by the Certificate of Filing of Amended Articles of Incorporation issued by the Commission on April 8, 1996. Reportorial Requirements such as the General Information Sheet (GIS) and Financial Statements (FS) posted in the Commission's database filed under the two (2) registration numbers were evaluated. Examination of the same revealed similarities of names particularly, in the list of trustees and officers in the GIS filed on various dates. SaHcAC Considering the foregoing facts, the matter was referred to the Corporate Filings and Records Division. Per their evaluation, the corporations with the same name with two (2) registration numbers are one and the same. The existence of the Reg. No. 000121070A may have been caused by a "conversion error" in the old computer system of the Commission when the subject corporation amended its corporate name on April 8, 1996. Thus, there is no separate corporation with Reg. No. 000121070A that exists. There is only one "Suburban Heights Ridgemont Tricycle Operators and Drivers Association, Inc." with SEC Reg. No. 0000121070. Further evaluation also showed that SHRTODA with Reg. No. 0000121070 filed among others its 1999 and 2000 GIS. Considering the filing of said reports, the corporation is not covered by any Revocation Order the Commission issued against corporations for non-filing of reports. Then again, assuming that the corporation with Reg. No. 000121070A exists, the Commission's database shows that it filed among others its 2002 GIS. Considering the filing of said report, the corporation is not covered by the Revocation Order dated July 8, 2003, which covers corporations, registered from 1976 to 1984, who failed to file any reports ( i.e., General Information Sheet and Financial Statements) for the years 1997 to 2002. Thus, its status is "Registered" and not "Revoked" as alleged by the Petitioner. However, correcting the status of the corporation with SEC Reg. No. 000121070A is rendered moot and academic considering that it was established, given the facts discussed earlier that no such name with Reg. No. 000121070A exists. Thus, the records pertaining to the said registration numbers were rectified to show that there is only one corporation with Reg. No. 0000121070 that is registered with the Commission and the name with Reg. No. 000121070A was cancelled in the Commission's database. In order that the Petitioner may be informed of these facts, Petitioner and the representatives of SHRTODA were summoned for a clarificatory conference. The conference was set on February 5, 2009 and is confined only to matters pertaining to the records of SHRTODA. During the conference, our Atty. Mary Anne V. Morales-Lagura discussed the information gathered from the examination of the records of SHRTODA. Petitioner and the representatives of SHRTODA was informed that there is no separate corporation with SEC Reg. No. 000121070A but that there is only one "Suburban Heights Ridgemont Tricycle Operators and Drivers Association, Inc." with SEC Reg. No. 0000121070 that exists. Considering that the above-facts are established, the Petition is now submitted for resolution. CDScaT Firstly, the prayer of the Petitioner that the Commission should not give due course if a Petition to Set Aside Order of Revocation is filed for and in behalf of SHRTODA (Reg. No. 0000121070A), the same have become moot and academic due to the fact that no such name with the said registration number exist. It was established as discussed earlier that there is only one SHRTODA with SEC Registration No. 0000121070 and that the same is not covered by any Revocation Order issued by the Commission. The name with Reg. No. 000121070A was correspondingly cancelled in the Commission's database. Secondly, the allegation of the Petitioner that the "Certification" issued on July 30, 2008 should be recalled or nullified since it is contrary to the Order of Revocation of the Commission, has no basis. It should be stressed, that SHRTODA is not covered by any Revocation Order issued by the Commission against corporations for non-filing of reports. Nevertheless, assuming arguendo , that SHRTODA is revoked, a reading of the said "Certification" will not be contrary if any revocation is issued against said corporation. What the "Certification" confirmed are just established facts such as, registration with the Commission, term of existence for fifty (50) years and the fact that no Amended Articles of Incorporation dissolving it has been filed by the corporation. Such statement is not contrary in case a revocation is issued against a corporation. Despite the provision in the articles of incorporation that it shall exist for such a period of time and that no dissolution was filed by the corporation, the Commission has the power to revoke any corporation upon grounds provided for by law. Neither is the date of registration material in this case that will warrant the nullification of the said "Certification". Such inconsistency may be addressed through correction. In fact, it was already discussed earlier that SHRTODA is registered with the Commission on June 11, 1984. Further, it was the corporation with SEC Reg. No. 000121070A, which is non-existent, that Petitioner is seeking for the finality of the revocation and not SHRTODA with SEC Reg. No. 0000121070 which is the subject of the said "Certification". Lastly, the existence and registration with the Commission of two (2) Tricycle Operators and Drivers Associations (TODA) with different names ( i.e., Suburban Heights Ridgemont Tricycle Operators and Drivers Association, Inc., and Suburban Heights Accessoria Ridgemont Tricycle Operators and Drivers Association, Inc.) in the same location and address, such as in the case at bar, do not violate any rules and regulations of the Commission. The two (2) TODAs may co-exist as far as registration with the Commission is concerned. The issue on who is the legal TODA is beyond the jurisdiction of this Commission. Petitioner should seek redress before the appropriate local franchising board. WHEREFORE, premises considered, no affirmative relief may be granted to the instant Petition. The Corporate Filing and Records Division of this Department is directed to attach a copy of this DECISION in the records of Suburban Heights Ridgemont Tricycle Operators and Drivers Association, Inc., with Reg. No. 0000121070 and Suburban Heights Accessoria Ridgemont Tricycle Operators and Drivers Association, Inc. with Reg. No. CN200810309. DISHEA SO ORDERED. Mandaluyong City, Philippines. February 12, 2009. (SGD.) BENITO A. CATARAN Director