In the Matter of Lucky Smile Trucking Corp.

January 30, 2009 SEC EN BANC CASE NO. 01-09-0589 IN THE MATTER OF LUCKY SMILE TRUCKING CORPORATION SEC REGISTRATION NO. A199903602 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner LUCKY SMILE TRUCKING CORPORATION is a stock corporation registered with the Commission on 5 March 1999, under SEC Registration No. A199903602, with principal office at Unit P Fontaine Bleau Village, Valle Verde V, Pasig City, engaged in land transportation business, as stated in its Articles of Incorporation. cACDaH On 1 December 2005, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 25 October 2005, published on 28 October 2005 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated 25 October 2005, on the following grounds: 1. that its officers were not aware of the Commission's reportorial requirements; 2. that Petitioner's failure to submit its reports from 1999 to present was inadvertent; 3. that its officers were not aware of the revocation of its certificate of registration on 25 October 2005 and was made aware of the revocation only in 2008; 4. that Petitioner continues to be operational up to present and intends to continue its operation under its registered name; 5. that Petitioner has no intention to violate the law and any of the Commission's rules and regulations; In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated 10 April 2008 certifying that at the special joint meeting of the stockholders and the Board of Directors, held on 10 April 2008, in Looc, Cardona, Rizal, at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was approved; 2. Photocopies of the 2001, 2002, 2004 and 2005 Annual Income Tax Return received by the Bureau of Internal Revenue on 15 April 2002, 15 April 2003, 15 April 2005 and 15 April 2006, respectively; HDTcEI 3. Photocopies of the Mayor's Permits for the years 2007-2008, Municipality of Cardona, Province of Rizal; 4. Photocopy of the Certificate of Business Name Registration issued by the Department of Trade and Industry on 29 March 2005; 5. Photocopy of the Sanitary Permit to Operate for the year 2007 issued by the Office of the Municipal Health Officer, Municipality of Cardona, Province of Rizal; 6. Photocopy of 2007 Barangay Permit issued by the Barangay Chairman of Barangay Looc, Cardona on 2 February 2007; and 7. Photocopies of the two (2) lease contracts of tinda vans and delivery vans with the National Food Authority signed on 5 April 2000 and 16 January 2006, respectively. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It also commits to immediately pay the fines as due. On 15 December 2008, Petitioner paid the fine of Php87,693.45, 2 under Official Receipt No. 0240963, for non/late filing of the following, on the years indicated hereunder: Requirements Not Filed Filed Late General Information Sheet 2000-2007 2008 Financial Statements 1999-2006 2007 WHEREFORE, Petitioner's allegations that its officers were not aware of the Commission's reportorial requirements and their failure to submit reports were due to their inadvertence are without merit, considering that 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 ignorance nor inadvertence as excuse from compliance therewith. HSIADc The allegation that its officers were not aware of the revocation of its certificate of registration on 25 October 2005 is also without merit, considering that said Order was published on 28 October 2005 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 when 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. Nevertheless, finding the submitted documents sufficient to establish Petitioner's operations since 2000 and its intent to continue as a juridical entity, the Order of the Commission dated 25 October 2005, revoking the Certificate of Registration of LUCKY SMILE TRUCKING CORPORATION, is hereby SET ASIDE. However, the Petitioner is hereby directed to submit its 2009 Business Permit within thirty (30) days from receipt of this Order. 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. DHIETc 2. Includes fine for violation of Section 43 of the Corporation Code.