In the Matter of the Cagayan de Oro Coliseum, Inc.

January 15, 2009 SEC EN BANC CASE NO. 06-07-0091 IN THE MATTER OF THE CAGAYAN DE ORO COLISEUM, INCORPORATED SEC REGISTRATION NO. 0000019444 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, THE CAGAYAN DE ORO COLISEUM, INCORPORATED, is a stock corporation registered with the Commission on 15 September 1961, under SEC Registration No. 0000019444, with principal office at Cagayan de Oro City, engaged in the operation of recreational establishments, as stated in its Articles of Incorporation. cCAIaD On 26 May 2003 its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 22 April 2003, published on 25 April 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated 22 April 2003, on the following grounds: 1. that Petitioner's present officers and stockholders were not aware of the Commission's reportorial requirements; 2. that Petitioner did not receive any notice of revocation prior to said revocation on 26 May 2003; In support of its Petition, Petitioner submitted the following documents: * 1. Directors' Certificate dated 18 April 2007, certifying that at the special meeting of the stockholders and the Board of Directors, held on 16 September 2006, at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was unanimously approved; 2. Photocopy of its 1997 Annual Income Tax Return received by Metrobank Cogen Branch on April 16,1998; and 3. Photocopy of the Minutes of Petitioner's General Stockholders Meeting on September 16, 2006, signed by Benber B. Apepe, Secretary of the Petitioner. Petitioner submitted its 2006 General Information Sheet and 2006 Financial Statements to prove its intention to continue its registration with the Commission. It also commits to immediately pay the fines as due. On 19 April 2007, Petitioner paid the fine of P60,000.00, the amount assessed by the Cagayan de Oro Extension Office, under Official Receipt No. 05457471, for non-filing of the following, on the years indicated hereunder: Requirements Not Filed Filed Late General Information Sheet 1996-2005 Financial Statements 1996-2005 Petitioner's allegation that its present officers and stockholders were not aware of the Commission's reportorial requirements is without merit considering that Section 141 of the Corporation Code of the Philippines (the Code) 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 its present officers and stockholders cannot claim ignorance as excuse from compliance therewith. HATEDC Petitioner's allegation that it did not receive any notice of revocation prior to said revocation on 26 May 2003 is also without merit, considering that said Order was published on 25 April 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 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. Further, upon perusal of Petitioner's Directors' Certificate, it appears that it was not signed by the majority of its Board of Directors. Its Articles of Incorporation provides that the number of Directors of the corporation shall be eleven; on the contrary the Directors' Certificate is signed by five 1 persons only; hence, no quorum. 2 Moreover, comparing the names enumerated in the stockholders column 3 of Petitioner's 2006 General Information Sheet and the names of the persons who signed the Directors' Certificate, 4 it appears that the persons who signed the latter are not even stockholders of the Petitioner. Taking into consideration Section 23 5 of the Code, it is clear that the persons who signed Petitioner's Directors' Certificate has no legal personality to do so; hence, the Directors' Certificate it submitted is a mere scrap of paper. Furthermore, on 12 July 2007 an Order was issued by the General Counsel directing the Petitioner to submit its Supplemental Petition, clearly stating the grounds why it failed to comply with the Commission's reportorial requirements, which was returned to sender on the reason that the party moved to an unknown address. However, on 12 November 2007 a certain Edmund Baligod personally received the Order in behalf of the Petitioner. To date, no supplemental Petition is filed. Considering the length of time that lapsed, we find it as lack of interest on the part of the Petitioner to pursue its Petition. WHEREFORE, premises considered, the Petition is hereby denied; the Order of the Commission dated 22 April 2003 revoking the Certificate of Registration of THE CAGAYAN DE ORO COLISEUM, INC., is hereby AFFIRMED. aETADI SO ORDERED. Mandaluyong City, January 15, 2009. (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 * Photocopies are faithful reproductions of the originals of the documents. 1. Helen Ann W. Quimpo, Atty. Erasmo Damasing, Acero Roa, Angelina Dayrit and Dr. Luis Borja, Jr. 2. Is the minimum number of members of a deliberative body necessary to conduct the business of that group. 3. Ralph Lou Willkom, Angel R. Quimpo, Benber B. Apepe, Reolito V. Lao, George Quimpo, Vivian Bacarro, Teresita Macale, Santiago Goking, Cecilio Maceren, Marcos Balarias, Chaves Inc., Antonio Almirante. 4. Helen Ann W. Quimpo, Atty. Erasmo Damasing, Acero Roa, Angelina Dayrit and Dr. Luis Borja, Jr. 5. Section 23, Corporation Code of the Philippines: "Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, which shall stand in his name on the books of the corporation."