In the Matter of Covadonga Realty & Development Corp.

February 27, 2009 SEC EN BANC CASE NO. 01-09-0593 IN THE MATTER OF COVADONGA REALTY & DEVELOPMENT CORPORATION SEC REGISTRATION NO. 0000155651 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, COVADONGA REALTY & DEVELOPMENT CORPORATION, is a stock corporation registered with the Commission on 26 September 1988, under SEC Registration No. 0000155651, with office address at No. 62 Rodriguez Avenue, Bacolod City, Negros Occidental, engaged in real estate and development business, as stated in the Articles of Incorporation. aEAcHI On 29 September 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 20 August 2003, published on 28 August 2003 in the Philippine Daily Inquirer, for non-filing of reports.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 20 August 2003, on the following grounds: 1. that Petitioner's directors were unaware of the Commission's reportorial requirements; 2. that Petitioner was not notified, and just learned of the revocation upon verification with the Commission; and 3. that Petitioner has existing properties and assets under its name. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated 29 December 2008, stating that at the regular joint meeting of the stockholders and the directors, held on 16 September 2008, at Legaspi Village, Makati, Manila 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 the Certificate of Registration issued by the Bureau of Internal Revenue on 14 September 2007; 3. Photocopy of the 2007 Annual Income Tax Return; 4. Photocopy of the Quarterly Income Tax Returns for the first three (3) quarters of 2008; 5. Photocopy of the 2008 Business Permit, City of Bacolod; and 6. Photocopies of the Transfer Certificates of Title Numbers: T-150194, T-283184, T-283183, T-283182, T-283181, and T-283180 of certain parcel lands (all located in Bacolod City) in the name of Petitioner. Petitioner submitted its 2008 General Information Sheet (GIS) and 2007 Financial Statements (FS) to prove its intention to continue its registration with the Commission. It also manifested that it has no intention to violate the law. On 08 January 2009, Petitioner paid the fine of Php34,500.00 under OR No. 0247378 for non/late-filing/registration of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1996-2007 2008 Financial Statements 1996-2006 Stock and Transfer Book Registered late WHEREFORE, Petitioner's allegation that its directors were not aware of the reportorial requirements to be submitted to the Commission 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 Petitioner 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 did not receive any prior notice as to the revocation of its Certificate of Revocation is also without merit, considering that the Order of Revocation was published 28 August 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 Petitioner's intent to continue as a juridical entity, the Commission's Order dated 20 August 2003 revoking the Certificate of Registration of COVADONGA REALTY & DEVELOPMENT CORPORATION, is hereby SET ASIDE. Nevertheless, Petitioner is hereby directed to submit its 2009 Business 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, February 27, 2009. (SGD.) FE B. BARIN Chairperson MA. JUANITA E. CUETO Commissioner (SGD.) 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.