In the Matter of Isla Verde Development Corp.

January 30, 2009 SEC EN BANC CASE NO. 01-09-0592 IN THE MATTER OF ISLA VERDE DEVELOPMENT CORPORATION SEC REGISTRATION NO. ASO92005684 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner ISLA VERDE DEVELOPMENT CORPORATION is a stock corporation registered with the Commission on 28 August 1992, under SEC Registration No. ASO92005684, with principal office address at No. 62 Rodriguez Avenue, Bacolod City, engaged in real estate business, as stated in its Articles of Incorporation. ESHcTD On 3 November 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 30 September 2003, published on 4 October 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated 30 September 2003, on the following grounds: 1. that Petitioner's directors were not aware of the Commission's reportorial requirements; 2. that majority of its directors remains intact and desires to continue its business operation; 3. that Petitioner has existing properties and assets under its name; and 4. that Petitioner was not notified of the revocation. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated 29 December 2008 certifying that at the regular joint meeting of the stockholders and the directors, held on 16 September 2008, in No. 62 Rodriguez Ave., Bacolod City, at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was approved; 2. Photocopy of the 2007 Annual Income Tax Return; 3. Photocopies of the 2008 Quarterly Income Tax Returns for the 1st to 3rd Quarters; DSacAE 4. Photocopy of the 2008 Mayor's Permit, City of Bacolod; 5. Photocopy of the Certificate of Registration issued by the Bureau of Internal Revenue dated 14 September 2007; 6. Photocopies of Transfer Certificates of Title Nos. T-26711, T-26712, T-26713, T-26714 and T-26715 of certain parcels of land, all located in Tagaytay City, in the name of Petitioner; 7. Photocopy of the Condominium Certificate of Title No. 24729 of a condominium unit located in Makati City, also in the name of Petitioner; and 8. Photocopies of the Official Real Property Tax Receipts Nos. 0151844, 0151845, 0151846, 0151847, and 0151848 of Petitioner dated 13 January 2007. Petitioner submitted its 2008 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. 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 (No. 62 Rodriguez Avenue, Bacolod City as stated in its 2008 GIS) without properly amending its Articles of Incorporation (which states Metro Manila). Thus, a fine of Php10,000.00 2 was imposed on Petitioner, pursuant to Section 144 of the Code. On 8 January 2009, Petitioner paid the fine of Php33,000.00, under Official Receipt No. 0247383, for non/late filing of the following, on the years indicated hereunder: Requirements Not Filed Filed Late General Information Sheet 1996-2006 2007-2008 Financial Statements 1996-2006 - WHEREFORE, Petitioner's allegation that its directors were not aware of the Commission's reportorial requirements is 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 as excuse from compliance therewith. EIcSTD Also, the allegation that Petitioner was not notified of the revocation is without merit, considering that said Order was published on 4 October 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 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 intent to continue as a juridical entity, the Order of the Commission dated 30 September 2003, revoking the Certificate of Registration of ISLA VERDE DEVELOPMENT CORPORATION, is hereby SET ASIDE. However, Petitioner is hereby directed to submit its 2009 Mayor's Permit within thirty (30) days from, and, proofs of actual commercial operations not later than six (6) months after, receipt of this Order. Failure on the part of Petitioner to comply with this 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 No. 0247383. TCIEcH