In re Notre Dame of Maasim, Inc.

November 27, 2008 SEC EN BANC CASE NO. 01-08-0333 IN THE MATTER OF NOTRE DAME OF MAASIM, INC., SEC REGISTRATION NO. 000036999 , petitioner. FOR: SETTING ASIDE THE ORDER OF REVOCATION OF THE CERTIFICATE OF REGISTRATION O R D E R Petitioner, NOTRE DAME OF MAASIM, INC. is a non-stock educational corporation registered with the Commission on 09 December 1968, under SEC Registration No. 000036999, with principal office address at Poblacion, Maasim, Sarangani, Province. IEAaST On 02 July 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 27 May 2003, published on 02 June 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the said Order of Revocation dated 27 May 2003, on the following grounds: 1. that Petitioner is still existing and has been in continuous operation up to the present; 2. that Petitioner came to know of its revocation only on October 03, 2007; and 3. that Petitioner was not aware of the SEC reportorial requirements. In support of its Petition, Petitioner submitted the following documents: * 1. Trustees' Certificate dated 07 December 2007, certifying that at the regular meeting of the Board of Trustees held on 07 December 2007, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was unanimously approved; 2. Photocopy of Certification dated 14 November 2007 by the Municipal Mayor of Municipality of Maasim stating that the Petitioner is continuously operating in molding the youth since 1967 up to present; 3. Photocopy of 2007 Annual Income Tax Return received by the BIR on 02 October 2007; 4. Photocopies of Minutes of meeting dated 21 September 2007 and 10 July 2007 held at Bishop's Residence, Koronadal City, South Cotabato, attended by the majority of the Board of Trustees, signed by Ms. Melie Castaneda, Diocesan CM Coordinator, and Ronaldo C. Laquio, Corporate Secretary; and 5. Photocopies of the Official Receipts issued by the Petitioner all dated 14 December 2006. Petitioner submitted its 2007 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It also manifested that it has no intention to violate the law and commits to immediately pay the fines as due. cHSIDa Upon evaluation of the submitted documents vis-a-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 (Poblacion, Maasim, Sarangani Province as stated in its 2008 GIS) without properly amending its Articles of Incorporation (which states Kiamba, Province of South Cotabato). Thus, a fine of Php5,000.00 was imposed on the Petitioner, pursuant to Section 144 of the Code. On 08 January 2008, Petitioner paid the fine of Php53,000.00 the amount assessed by the Davao Extension Office, under O.R. No. 5491417, for non-filing of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1996, 1999-2006 1997, 1998, 2007 Financial Statements 1996, 1999-2006 1997, 1998, 2007 WHEREFORE, Petitioner's allegation that it was not aware of the reportorial requirements to be submitted to the Commission is without merit considering that Section 141 of the Code 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 ignorance as excuse from compliance therewith. Further, Petitioner's allegation that it came to know of its revocation only on 03 October 2007 is also without merit, considering that said Order was published on 02 June 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 case 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. However, finding the submitted documents sufficient to establish that Petitioner is operational despite non-filing of reports and that it intends to continue as a going concern entity, the Order of the Commission dated 27 May 2003, revoking the Certificate of Registration of NOTRE DAME OF MAASIM, INC., is hereby SET ASIDE. Further, Petitioner is hereby directed to file its application for the amendment of its Articles of Incorporation (changing its principal office from Kiamba, Province of South Cotabato to Poblacion, Maasim, Sarangani Province ) and to pay the penalty of Php5,000.00 for violation of Section 16 of the Code, within thirty (30) days from date of receipt of this Order. Failure on the part of the Petitioner to comply with these directives shall constitute a continuing violation of Section 16 of the Code. EDATSI Finally, Petitioner is also directed to submit its 2008 Mayor's Permit and a favorable indorsement from the Department of Education, 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. November 27, 2008. (SGD.) FE B. BARIN Chairperson (on leave) MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes * Photocopies are faithful reproductions of the originals of the documents.