In re Jose M. Luison & Sons, Inc.

August 21, 2008 SEC EN BANC CASE NO. 05-08-0470-G IN THE MATTER OF JOSE M. LUISON & SONS, INC., SEC REGISTRATION NO. 32598 , petitioner. FOR: SETTING ASIDE THE ORDER OF REVOCATION O R D E R Petitioner, Jose M. Luison & Sons Inc., is a stock corporation registered with the Commission on 7 June 1967, under SEC Registration No. 32598, with principal office at 317 Roosevelt Avenue, Quezon City. Its primary purpose, as stated in its Articles of Incorporation, is to engage in the development of agricultural lands for the production of rice, corn, abaca, coconut sugar and other products of the soil; to engage in the business of buy and sell of agricultural products, foodstuffs, goods merchandise and real estate without necessarily engaging in subdivision business. cTDaEH On 2 July 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated May 27, 2003, published on 2 June 2003 in the Philippine Daily Inquirer, for non/late filing of reports.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 its officers were not aware of the Commission's reportorial requirements and were not notified of the Order of Revocation; and 2. that it is actually operational despite non-filing of reports. In support of its Petition, Petitioner submitted the following documents: 1. Directors' Certificate dated 14 May 2008, certifying that at the special joint meeting of the stockholders and the Board of Directors, held on April 23, 2008, at 317 Roosevelt Avenue, SFDM, Quezon City, at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was approved unanimously by the directors and the stockholders; 2. Photocopy of its 2008 Mayor's Permit issued by the Local Government of Quezon City on May 7, 2008; * and 3. 2007 Annual Income Tax Return received by UCPB-Muoz Branch on April 11, 2008. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. Petitioner also manifested that it has no intention to violate the law and that it commits to immediately pay the fines due. On 9 July 2008, the Petitioner paid the fine of P117,698.97 the amount assessed by the Law and Regulation Division of the Company Registration and Monitoring Department (CRMD), under Official Receipt No. 0185457, for non/late filing/registration of the following: SDECAI NOTED DEFICIENCIES YEARS COVERED REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1996-2007 Financial Statements 1996-2006 2007 Stock and Transfer Book Registered late WHEREFORE, Petitioner's allegation that it was not properly informed 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 corporation is bound by the said provision of the law and it cannot claim ignorance to excuse it from compliance therewith. Petitioner's allegation that it was not properly notified of the Order of Revocation is also without merit, considering that said Order was published in 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. Said Order was published in the Philippine Daily Inquirer, a newspaper of general circulation on 2 June 2003. 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 going concern entity, the Order of the Commission dated 27 May 2003, revoking the Certificate of Registration of the JOSE M. LUISON & SONS, INC., is hereby SET ASIDE. Let a copy of this Order be furnished the Corporate Filing and Records Division of the CRMD for attachment to the corporate records of the Petitioner on file with the Commission. The Economic Research and Information Department is hereby directed to delete the name of the Petitioner from the list of revoked corporations immediately upon receipt of this Order. EAISDH SO ORDERED. Mandaluyong City. August 21, 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 * Compare with the original document.