In the Matter of Jee Acre Realty Corp.

January 30, 2009 SEC EN BANC CASE NO. 05-08-0463 IN THE MATTER OF JEE ACRE REALTY CORP. SEC REGISTRATION NO. A199703320 FOR : Setting Aside Order of Revocation of Certificate of Registration O R D E R Petitioner, JEE ACRE REALTY CORP., is a stock corporation registered with the Commission on February 21, 1997 under SEC Registration No. A199703320, with principal office address at 319 Km. 18 Bo. Pamplona, Las Pias City, engaged in the real estate business, as stated in its Articles of Incorporation. AHSEaD On March 15, 2004, its Certificate of Registration was revoked by virtue of SEC Order dated February 10, 2004 which was published on February 14, 2004 in the Philippine Daily Inquirer for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated February 10, 2004, on the following grounds: 1. that Petitioner was not aware of, and did not receive the Order of Revocation; 2. that Petitioner has no intention to violate the law or any Commission's rules and regulations and is confident that it has not been remiss in the filing of reports; 3. that Petitioner had already received partial payment of stocks subscription under its bank account and stands the risk of being prosecuted if the Order of Revocation is not set aside; and 4. that it commits to immediately pay the fine as due. In support of its Petition, Petitioner submitted its Directors' Certificate dated April 30, 2008, certifying that at the special joint meeting of stockholders and directors held on April 2008, at 319 Km. 18, Bo. Pamplona, Las Pias City, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside the Order of Revocation was approved. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. On May 19, 2008, the Petitioner paid the fine of PhP20,500.00 under O.R. No. 0167299, for non/late filing of the following, on the years indicated hereunder: REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1998-2007 Financial Statements 1997-2006 2007 Petitioner's allegation that it was not aware of, and did not receive the Order of Revocation dated February 10, 2004, is without merit, considering that said Order was published on February 14, 2004 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 once in a newspaper of general circulation. Publication in a newspaper of general circulation is sufficient notice for the corporations concerned. AaSTIH In addition, its assertion that it has not been remiss in the filing of reports is without merit. The Petitioner failed to substantiate such allegation with sufficient evidence, it did not provide any proof of its compliance with the Commission's reportorial requirements. In fact, one of the grounds for the revocation of its Certificate of Registration is its non-filing of reports. Mere allegation of its compliance with the required reports without sufficient evidence cannot support the ground relied upon by the Petitioner. Further, Petitioner's submissions are insufficient to establish proof that it has engaged in any operations or an attempt to operate from the time of its incorporation considering that none of its evidence indicates that it has any intent to fulfill its purpose as stated in its Articles of Incorporation. The Directors' Certificate submitted by Petitioner is not enough to prove its intent to continue its operation. Neither the submission of its most recent General Information Sheet and Balance Sheet adequate to prove its intent to engage in commercial operations considering the actual report made in the Balance Sheet shows that it has no operation. Significantly, in the "Notes to Financial Statements" that formed part of the 2007 Financial Statements of the Petitioner, it is categorically stated that the corporation "has not operated since the day it was incorporated". More so, Petitioner, in its Affidavit of Non-Operation, admitted that it has no operation since its incorporation in 1997. Thus, the Petitioner had been inoperative for more than ten (10) years. Under Section 22 of the Corporation Code of the Philippines, failure of a corporation to commence the transaction of its business or the construction of its works within two (2) years from the date of incorporation or becomes continuously inoperative for five (5) consecutive years without justifiable cause is a ground for the revocation of its corporate franchise or certificate of incorporation. WHEREFORE, premises considered, the instant Petition to Set Aside the Order of Revocation is hereby DENIED. The Order of the Commission dated February 10, 2004 revoking the Certificate of Registration of JEE ACRE REALTY CORP., is hereby AFFIRMED. SEIcAD 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