In re Juan and Sons Agricultural Development Corp.

November 28, 2008 SEC EN BANC CASE NO. 04-08-0470-A IN THE MATTER OF JUAN AND SONS AGRICULTURAL DEVELOPMENT CORPORATION SEC REGISTRATION NO. 0000062052 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, JUAN AND SONS AGRICULTURAL DEVELOPMENT CORPORATION, is a stock corporation registered with the Commission on 19 June 1975 under SEC Registration No. 0000062052, with office at Pasonanca, Zamboanga City, engaged in agricultural business, as stated in its Articles of Incorporation. On 02 July 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 27 May 2003, published on 2 June 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated 27 May 2003, on the following grounds: 1. that Petitioner's directors/stockholders were based outside Zamboanga City, that nobody attended to the submission of reportorial requirements of the Commission; and 2. that Petitioner has been in continuous operation since 1975 to present. AaSHED In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated 22 April 2008, certifying that at the joint special meeting of the Board of Directors and stockholders, held on 25 January 2008, at Pasonanca, Zamboanga City, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; 2. Copy of Certificate of Property Holding dated 20 February 2008, issued by the Office of the City Assessor, City of Zamboanga, certifying that the properties therein listed are registered and assessed; 3. Copies of payment Certifications of realty taxes dated March 12 and 24, 2008, issued by the Office of the City Treasurer, City of Zamboanga; EHaCTA 4. Photocopies of Transfer Certificates of Title Nos. T-43081, T-43080, T-43079, T-43078, T-43085, T-43083, T-43084, T-43082 all in the name of the Petitioner and entered on 18 September 1975, and each supported by Tax Declaration of Real Property; 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 any SEC rules and regulations and commits to immediately pay the fines as due. Upon evaluation of the submitted documents vis--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 (Pasonanca, Zamboanga City as stated in the Petition) without properly amending its Articles of Incorporation (which states Manila). Thus, a fine of Php10,000.00 is imposable on the Petitioner, pursuant to Section 144 of the Code. CcAESI On 22 April 2008, and 22 May 2008, Petitioner paid a total fine of P5,650.00, under Official Receipt Nos. 5487115, and 5508920 for non/late filing/registration of the following, on the years indicated hereunder: NOTED DEFICIENCIES YEARS COVERED REQUIREMENTS NOT FILED FILED LATE General Information Sheet 2007 Financial Statements 1996-2006 Stock and Transfer Book Registered Late WHEREFORE, Petitioner's allegation that the directors/stockholders were based outside Zamboanga, and therefore failed to submit the reportorial requirements of 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. Petitioner is bound by the said provision of the law and that absence of directors/stockholders or personnel to file the required reports is not an excuse for non-compliance. DSAacC However, finding the submitted documents sufficient to establish the Petitioner's continuous operations since 1975 to present, the Order of the Commission dated 27 May 2003, revoking the Certificate of Registration of the JUAN AND SONS AGRICULTURAL DEVELOPMENT CORPORATION, is hereby SET ASIDE. Further, the Petitioner is hereby directed to file its application for the amendment of its Articles of Incorporation (changing its principal office from Manila to Pasonanca, Zamboanga City), and pay the corresponding penalty within thirty (30) days from date of receipt of this Order. The Petitioner is warned that non-compliance therewith shall constitute a continuous violation of Section 16 of the Code. ACIESH SO ORDERED. Mandaluyong City, November 28, 2008. (SGD.) FE B. BARIN Chairperson (SGD.) 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.