Assumption Class of 1971 Foundation, Inc.

January 18, 2017 SEC CRMD CASE NO. 16-1025 IN THE MATTER OF ASSUMPTION CLASS OF 1971 FOUNDATION, INC. SEC Registration No. A200118995 FOR : Revocation of Certificate of Incorporation ORDER WHEREAS , the records of this Commission show that ASSUMPTION CLASS OF 1971 FOUNDATION, INC. (hereinafter referred to as the "subject corporation"), was registered with the Commission on 20 December 2001 under SEC Registration No. A200118995; HTcADC WHEREAS , the continuous non-compliance by a corporation with the reportorial requirements of this Commission for at least five (5) consecutive years may be construed as inoperation, which is a sufficient ground to suspend its certificate of incorporation, in accordance with Section 22 of the Corporation Code of the Philippines (hereinafter referred to as the "Code"), thus: If a corporation does not formally organize and commence the transaction of its business or the construction of its works within two (2) years from the date of its incorporation, its corporate powers cease and the corporation shall be deemed dissolved. However, if a corporation has commenced the transaction of its business but subsequently becomes continuously inoperative for a period of at least five (5) years, the same shall be a ground for the suspension or revocation of its corporate franchise or certificate of incorporation. xxx xxx xxx WHEREAS , Section 141 of the Code requires corporations to submit their annual reports to the Commission, such as the General Information Sheet (GIS) and the Audited Financial Statement (FS), thus: Every corporation, domestic or foreign, lawfully doing business in the Philippines shall submit to the Securities and Exchange Commission an annual report of its operations, together with a financial statement of its assets and liabilities, certified by any independent certified public accountant in appropriate cases, covering the preceding fiscal year and such other requirements as the Securities and Exchange Commission may require. Such report shall be submitted within such period as may be prescribed by the Securities and Exchange Commission. WHEREAS , Section 5 (m) of Republic Act No. 8799, also known as the Securities Regulation Code, and Section 6 (l) of Presidential Decree No. 902-A, as amended, vest the Commission with the authority to suspend, after proper notice and hearing, the Certificate of Incorporation of corporations upon any of the grounds provided by law including the following: (4) Continuous inoperation for a period of the at least five (5) years xxx xxx xxx (6) Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period. WHEREAS , the records of the Commission show that the subject corporation failed to submit the following annual reports: Requirements Not Filed Filed Late General Information Sheet 2006 to 2015 - (GIS) Financial Statements (FS) 2002 to 2014 - WHEREAS , the Commission En Banc, in its meeting held on 05 March 2015, resolved to issue an Order of Suspension (instead of an Order of Revocation) against corporations which failed to comply with the SEC reportorial requirements for five (5) consecutive years and against those ( i.e. , corporations with intermittent filing of the reportorial requirements) which failed to comply with the Notice of Deficiencies sent by the Commission; aScITE WHEREAS , the Certificate of Incorporation of the subject corporation was suspended by virtue of the Order of Suspension dated on 09 November 2015, in view of the subject corporation's failure to file the required GIS for the years 2006 to 2015 and FS for the years 2002 to 2014, pursuant to Sections 22 and 141 of the Code and SEC guidelines, rules, and regulations on reportorial requirements; WHEREAS , by virtue of the Notice dated 04 May 2015, the Commission outlined the procedure for the issuance of suspension orders. Pertinent provision thereof states, thus: xxx xxx xxx a delinquent corporation which has no intention to have the issued Order of Suspension lifted, or has already ceased its operations, may request from the Commission (through an appropriate petition) an Order revoking its franchise or certificate of registration; WHEREAS , the stockholders and members of the Board of Trustees at a special joint meeting, after due notice, held on 23 June 2016 resolved to adopt the following resolution: RESOLVED as it is hereby resolved, that the undersigned Board of Trustees of the ASSUMPTION CLASS OF 1971 FOUNDATION, INC. ("Foundation") have no objection to the revocation of Foundation's certificate of incorporation by the Securities and Exchange Commission (SEC); RESOLVED, as it is hereby resolved that a Petition for Revocation of the Corporation's Certificate of Registration be filed with the Commission; WHEREAS , on 24 October 2016, the subject corporation filed the instant Petition dated 04 October 2016, praying that the Certificate of Registration of Petitioner be revoked on the ground that (1) Petitioner had already ceased its operations as early as 2005, and (2) Petitioner has no intention to operate in the future, and it has no creditors or assets to liquidate; WHEREFORE , in view of its failure to file the required reports within the prescribed period and its continuous inoperation for at least five (5) years, as well as the manifest intent of the trustees of the subject corporation to revoke the corporation's certificate of incorporation, the Certificate of Incorporation of ASSUMPTION CLASS OF 1971 FOUNDATION, INC. is hereby REVOKED based on Sections 22 and 141 of the Corporation Code of the Philippines, and the Commission's rules and guidelines on reportorial requirements. HEITAD Accordingly, let a copy of this Order be attached by the Corporate Filing and Records Division (CFRD) of this Department to the records of Petitioner and the "REVOKED" status be entered in the database of the Commission. SO ORDERED. January 18, 2017, Pasay City. (SGD.) FERDINAND B. SALES Director