In the Matter of Tessamina Corp.

February 20, 2009 SEC EN BANC CASE NO. 01-09-0610 IN THE MATTER OF TESSAMINA CORPORATION SEC REGISTRATION NO. A199905118 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, TESSAMINA CORPORATION, is a stock corporation registered with the Commission on March 29, 1999, under SEC Registration No. A199905118, with principal office address at No. 19 Don Rufino Alonzo St., Cotabato, Maguindanao, engaged in real estate business, as stated in its Articles of Incorporation. EScAID On December 1, 2005, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated October 25, 2005, published on October 28, 2005 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated October 25, 2005, on the following grounds: 1. that it is not aware of its non-filing of reports and that the same will result to the revocation of its certificate of registration; 2. that it was not informed of the Revocation Order; 3. that it has acquired real properties and regularly pays annual real property taxes although there is no commercial operation yet since there are no lessees and renters on the said properties; 4. that it has no intention to violate the law and any of the Commission's rules and regulations; and 5. that it commits to submit the reportorial requirements religiously. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated May 24, 2008, certifying that at the regular meeting of the directors and stockholders of the Petitioner, held on May 10, 2008, at its principal office address at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; 2. Photocopies of the 2006 and 2007 Annual Income Tax Returns; 3. Photocopy of the Transfer Certificate of Title No. N-205159 of a parcel of land in Quezon City in the name of Petitioner; and 4. Photocopy of the Deed of Absolute Sale between Petitioner as buyer and Disc International Sales Corporation as seller for a parcel of land in Quezon City covered by Transfer Certificate of Title No. N-138764; 5. Photocopies of Real Property Tax Bills with Official Receipts issued by the Office of the City Treasurer, Quezon City on various dates in 2006, 2007, and 2008; and HEDSCc 6. Photocopy of the Certificate of Registration issued by the Bureau of Internal Revenue dated May 28, 1999. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. On July 2, 2008 and December 12, 2008, Petitioner paid a total fine of P9,500.00, the amount assessed by the SEC-Davao Extension Office, under Official Receipts Nos. 5514059 (P5,000.00) and 5525710 (P4,500.00), for non/late filing/registration of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 2000-2007 Financial Statements 1999-2006 2007 Stock and Transfer Book Registered Late WHEREFORE, Petitioner's allegation that it was not aware of the non-filing of the reportorial requirements to be submitted to the Commission which caused the revocation of its certificate of registration is without merit. Petitioner should have been responsible in ascertaining that the Commission's reportorial requirements are complied with. The contention is inexcusable because the ultimate obligation to comply with the reports is with the Petitioner itself. Further, Petitioner's allegation that it did not receive any notice of revocation is also without merit, considering that the Order of Revocation dated October 25, 2005 was published on October 28, 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 cases where the Commission may deem practicable considering the great number or unknown addresses of corporations involved, the show cause order shall be published in a newspaper of general circulation. Publication in a newspaper of general circulation is sufficient notice for the corporations concerned. Nevertheless, despite the failure of the Petitioner to substantiate the allegation that there is no commercial operation yet due to the non-lessees and renters on its properties, we find the submitted documents sufficient to establish its intent to continue as a juridical entity; thus, the Order of the Commission dated October 25, 2005 revoking the Certificate of Registration of TESSAMINA CORPORATION, is hereby SET ASIDE. Finally, Petitioner is hereby directed to submit proofs of actual commercial operations not later than ninety (90) days after issuance of this Order. It is also directed to submit its 2009 Mayor's Permit within thirty (30) days from receipt of this Order. Failure on the part of the Petitioner to comply with the directives shall cause the recall of this Order. ECTIHa SO ORDERED. Mandaluyong City, February 20, 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.