In the Matter of Jopauen Realty Corp.

January 16, 2009 SEC CRMD CASE NO. 09-01-0001 IN THE MATTER OF JOPAUEN REALTY CORPORATION SEC REGISTRATION NO. 0000086172 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, JOPAUEN REALTY CORPORATION, is a stock corporation registered with the Commission on May 15, 1979 under SEC Registration No. 0000086172, with principal office address at 245 Villaruel Street, Pasay City, engaged in the real estate business, as stated in its Articles of Incorporation. AHaDSI On August 11, 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated July 8, 2003, published on July 11, 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated July 8, 2003, on the following grounds: 1. that its officers were not aware of the Commission's reportorial requirements. 2. that it was undermanned and the person-in-charge of the records and documents resigned without any proper turn over of the corporate records; 1 3. that it has no intention to violate the law and any SEC rules and regulations; 4. that it shall henceforth submit reportorial requirements religiously; and 5. that it intends to continue its registration with the Commission. In support of its Petition, Petitioner submitted the following documents: 2 1. Directors' Certificate dated October 12, 2008 certifying that at the regular meeting of the Board of Directors and stockholders of the Petitioner held on October 5, 2008, at the office address, where a quorum was present, the resolution allowing the filing of the Petition was approved; 3 and 2. Photocopy of the 2008 Mayor's Permit, Dasmarias, Cavite. Petitioner submitted its 2008 General Information Sheet (GIS) and 2007 Financial Statements (FS) to prove its intention to continue its registration with the Commission. On December 14, 2005 and December 16, 2008, Petitioner paid the fine of P93,460.00 and P26,953.05 under Official Receipt Nos. 5336499 and 0243103, 4 respectively, for non/late filing/registration of the following, on the years indicated hereunder: aEIADT NOT FILED FILED LATE General Information Sheet 1996-2004; 2006-2007 2005 Financial Statements 1996-2003; 2005-2006 2004 and 2007 Stock and Transfer Book Registered Late WHEREFORE, Petitioner's allegation that its officers were not aware of the reportorial requirements to be submitted to the Commission which caused the revocation of its Certificate of Registration is without merit. Section 141 of the Corporation Code of the Philippines (the Code) requires corporations to submit an annual report of operations and such other requirements as the Commission may require. Petitioner is bound by the said provision of the law and it cannot claim ignorance as excuse from compliance therewith. Also, the allegation that it was undermanned and that the person-in-charge of the corporate records resigned without proper turn over are without merit considering that the ultimate responsibility is with the Petitioner who should have been cautious in complying with the Commission's reportorial requirements. However, finding the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity, the Order of the Commission dated July 8, 2003 revoking the Certificate of Registration of JOPAUEN REALTY CORPORATION, is hereby SET ASIDE. Further, Petitioner is directed to submit proofs of actual commercial operations within three (3) months from receipt hereof. Failure on the part of the Petitioner to comply with the said directive shall cause the recall of this Order. SO ORDERED. Mandaluyong City, January 16, 2009. (SGD.) BENITO A. CATARAN Director Footnotes 1. Supplemental Petition dated October 15, 2008. 2. Photocopies are faithful reproductions of the originals of the documents. 3. Attached to the Supplemental Petition. 4. Includes penalty for violation of Section 43 of the Code by retaining surplus profits in excess of one hundred per cent (100%) of its paid-in capital stock. acHETI