In the Matter of the Balete Real Estate Corp.

January 30, 2009 SEC EB CASE NO. 11-08-0568 IN THE MATTER OF THE BALETE REAL ESTATE CORPORATION SEC REGISTRATION NO. 0000077106 FOR : Setting Aside Order of Revocation of Certificate of Registration O R D E R Petitioner, THE BALETE REAL ESTATE CORPORATION, is a stock corporation registered with the Commission on December 13, 1977 under SEC Registration No. 000077106, with office address Rm. 204 Centrum II Bldg., 150 Valero St., Salcedo Village, Makati City. ScaHDT On August 11, 2003, its Certificate of Registration was revoked by virtue of SEC Order dated July 08, 2003 which was published on July 11, 2003 in the Philippine Daily Inquirer, for non-filing of reports.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 08, 2003, on the following grounds: 1. that Petitioner was unaware that its Certificate of Registration was revoked, which only came to its knowledge sometime in September 2008; 2. that its failure to submit the reportorial requirements was neglected due to the resignation of Petitioner's Secretary; 3. that the records of Petitioner were temporarily kept in the office of Senator Magsaysay and were among those which were burned in a fire in 2001; 4. that it has no intention to violate the law and any SEC rules and regulations; 5. that Petitioner commits to pay immediately any penalties due by reason of its failure to comply with the Commission's reportorial requirements; and 6. that it shall submit reportorial requirements religiously. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated October 29, 2008, certifying that at the special joint meeting of stockholders and directors held on October 16, 2008, at Centrum II Bldg., 150 Valero St., Salcedo Village, Makati City, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside the Order of Revocation was unanimously approved; 2. Photocopy of 2007 Income Tax Return received by the Bureau of Internal Revenue on October 23, 2008; 3. Photocopy of Certificate of Registration with the Bureau of Internal Revenue, Revenue Region No. 008, Revenue District No. 050; IaEHSD 4. Photocopies of Minutes of Meeting held in various dates in 2008, signed by the Petitioner's Secretary and attested to by the President; 5. Photocopies of O.R.s on payment of real property tax in various dates in 2006 and 2007, Muntinlupa City; and 6. Photocopy of Transfer Certificate of Title No. S-66238, Registry of Deeds Municipality of Muntinlupa, in the name of Petitioner. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. Upon evaluation of the submitted documents vis--vis the records on file with the Commission, it appears that the Petitioner violated Section 16 of the Corporation Code of the Philippines (the Code) by effecting a change in its principal office address (Rm. 204 Centrum II Bldg., 150 Valero St., Salcedo Village, Makati City, as stated in its 2008 GIS) without properly amending its Articles of Incorporation (which states #2, Block II, Forbes Park, Makati). Thus, a fine of PhP10,000.00 2 was imposed on the Petitioner, pursuant to Section 144 of the Code. On November 25, 2008, the Petitioner paid the fine of PhP22,000.00 under O.R. No. 0235428, for non/late filing of the following, on the years indicated hereunder: REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1996-2007 Financial Statements 1996-2006 2007 WHEREFORE, Petitioner's allegation that its failure to file the Commission's reportorial requirements was due merely to inadvertence is not meritorious. Section 141 of the Corporation Code of the Philippines requires corporations to submit an annual report of its operations and such other requirements as the Commission may require. The corporation is bound by the said provision of the law and it cannot claim inadvertence as excuse from compliance therewith. In addition, its assertion that it was not aware of the Order of Revocation dated July 08, 2003 is without merit, considering that said Order was published on July 11, 2003 in the Philippine Daily Inquirer, a newspaper of general circulation. Pursuant to SEC Memorandum Circular No. 4 Series of 2003, which states that in cases where the Commission may deem practicable considering the great number or unknown addresses of corporations involved, the show cause order shall be published once in a newspaper of general circulation. Publication in a newspaper of general circulation is sufficient notice for the corporations concerned. aHICDc However, finding the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity, the Order of the Commission dated July 08, 2003, revoking the Certificate of Registration of THE BALETE REAL ESTATE CORPORATION, is hereby SET ASIDE. Further, Petitioner is hereby directed to file its application for the amendments of its Articles of Incorporation (changing its principal office from #2, Block II, Forbes Park, Makati to Rm. 204 Centrum II Bldg., 150 Valero St., Salcedo Village, Makati City ) within thirty (30) days from date of receipt hereof. Failure on the part of the Petitioner to comply with the directive shall constitute a continuing violation of Section 16 of the Code. Moreover, Petitioner is directed to submit its 2009 Mayor's Permit within thirty (30) days from date of receipt hereof. Failure on the part of the Petitioner to comply with the directive shall cause the recall of this Order. SO ORDERED. Mandaluyong City, January 30, 2009. (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner on leave JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes 1. Photocopies are faithful reproductions of the originals of the documents. 2. Included in the OR. aTEHCc