In the Matter of Chanelay Dev. Corp. SEC Registration No. 0000132297

May 21, 2014 SEC CRMD CASE NO. 14-553 IN THE MATTER OF CHANELAY DEV. CORP. SEC REGISTRATION NO. 0000132297 FOR : Revocation of Certificate of Registration ORDER Before us is the case of CHANELAY DEV. CORP., a domestic stock corporation registered with Commission on April 29, 1986 under SEC Registration No. 0000132297. CHANELAY DEV. CORP. ("subject corporation") was established primarily to engage in the following line of business: "To engage in, conduct and carry on the business of real estate development for residential, commercial and industrial purposes. And to engage in other related business commonly dealt in by persons engage in the same industry." The principal office of subject corporation is located at Unit 27Q, Burgundy Corporate Tower, Sen. Gil Puyat, Makati City, as indicated in its latest report, 2013 General Information Sheet. Its current officers, directors and stockholders, namely, Michael Say, Vivian Villarojas, Ephraim De Jesus, Carol Pinol and Gloria De Los Angeles, apparently are residing on the same address. The records of this Commission show that subject corporation failed to submit the following reports within the prescribed period as required by the Corporation Code and the rules and regulations on reportorial requirements: Requirements Not Filed Filed Late General Information Sheet 2001-2003, 2005-2009, 2011-2013 1996-2000 Financial Statements 1996-2012 - Non-compliance of the reportorial requirements is subject to corresponding penalties and, ultimately, is a ground to revoke the certificate of registration of a corporation. In the same vein, non-submission of reports for at least five (5) consecutive years is a ground for revocation of primary franchise. cDEICH On February 7, 2014, the Commission, through Company Registration and Monitoring Department ("this Department") , sent a conference letter to subject corporation, directing the same to show cause why it should not be penalized for non-compliance with reportorial requirements on a conference scheduled on March 7, 2014, with a warning that failure to comply thereon shall cause the institution of appropriate action against it. Unfortunately, subject corporation failed to appear for a conference as required by the Commission. This Department received a report from Enforcement and Investor Protection Department ("EIPD") of this Commission informing that, upon a conduct of field investigation, subject corporation was nowhere to be found at its principal office and officers' residence address at "Unit 27Q, Burgundy Corporate Tower, Sen. Gil Puyat Ave., Makati City". The inexistence of subject corporation at its reported address was confirmed by Burgundy Corporate Tower Office Owners' Association, Inc., in its Certification dated March 7, 2014, stating that subject corporation has not been a tenant of the building, Burgundy Corporate Tower, located at #252 Sen. Gil Puyat Ave., Makati City. The information gathered by EIPD was further bolstered by the Business Permits Office of Makati City stating, in its Certification dated March 14, 2014, that subject corporation is a non-registered entity. The place of the principal office is important because it determines the residence of the corporation and the venue in which an action by or against the corporation may be brought. 1 The purpose of this requirement is to fix the residence of the corporation in a definite place, instead of allowing it to be ambulatory, for effective supervision and regulation of the corporation. 2 The serious misrepresentation of subject corporation in stating that it operates in its alleged principal office address at "Unit 27Q, Burgundy Corporate Tower, Sen. Gil Puyat Ave., Makati City", defeats the facilitation of service of processes and, hence, denies the Commission of effective supervision and regulation over the corporation. This should not be countenanced. TCcIaA As stated in the conference letter sent to subject corporation, the failure to comply with its directives or processes shall compel the Commission to institute appropriate action against the same. Thus, we proceed. Section 5 (m) of Republic Act No. 8799, also known as the Securities Regulation Code and Section 6 (i) of Presidential Decree No. 902-A, as amended, vest the Commission with the authority to revoke, after proper notice and hearing, the certificate of registration of a corporation upon any of the grounds provided by law including the following: "(6) Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period;" By virtue of SEC Resolution No. 359, Series of 2010, the statutory authority of the Commission to revoke the certificate of registration of a corporation has been delegated to this Department insofar as the following grounds are concerned: "4. If companies fail to file/register for a period of at least five (5) years any of the following : i. Financial Statements ; ii. General Information Sheets; and iii. Stock and Transfer Book/Membership Book" Records show that subject corporation continuously failed to file its Financial Statements from years 1996 to 2012 or for more than five (5) years already. It was given the opportunity to show cause why it should not be penalized for such violation; however, a more serious transgression committed by the same was discovered in the process. SCIcTD Subject corporation mislead the Commission, much more the investing public, in representing that it operates at "Unit 27Q, Burgundy Corporate Tower, Sen. Gil Puyat Ave., Makati City", the address where all of its officers, directors and stockholders allegedly reside, as indicated in its 2013 General Information Sheet. WHEREFORE, the Certificate of Registration of CHANELAY DEV. CORP., approved on April 29, 1986, is hereby REVOKED for violation of Section 141 of the Corporation Code and rules and guidelines on reportorial requirements of the Securities and Exchange Commission. Let a copy of this Order be attached by the Corporate Filing and Records Division of this Department to the corporate records of subject corporation on file with this Commission and its "Revoked" status be entered in the SEC Database by the Information and Communications Technology Department. SO ORDERED. Mandaluyong City, Philippines, May 21, 2014. (SGD.) FERDINAND B. SALES Director Footnotes 1. Clavecilla Radio System vs. Antillon , 19 SCRA 370. 2. SEC Admin Case No. 06-10-119, citing Hector S. De Leon, The Corporation Code of the Philippines Annotated (2002).