In the Matter of Felaner Realty Development Corp.

January 30, 2009 SEC EN BANC CASE NO. 10-07-0224 IN THE MATTER OF FELANER REALTY DEVELOPMENT CORPORATION SEC REGISTRATION NO. 0000048716 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, FELANER REALTY DEVELOPMENT CORPORATION, is a stock corporation registered with the Commission on 26 September 1972, under SEC Registration No. 0000048716, with office address at 2/F Cuevas Tower Condo., Taft Avenue corner Pedro Gil St., Malate, Manila, engaged in real estate and development business, as stated in the Articles of Incorporation. ISCDEA On 02 July 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 27 May 2003, published on 02 June 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the said Order of Revocation dated 27 May 2003, on the following grounds: 1. that Petitioner is still existing and operational; 2. that Petitioner needs the Certificate of Registration to conduct business; 3. that Petitioner commits to pay the penalties as may be required by the Commission; and 4. that Petitioner shall henceforth submit its reportorial requirements religiously. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated 29 May 2007, stating that at the joint meeting of the stockholders and the Board of Directors, held on 17 April 2007, at Rm. 703, 7th Floor, Ermita Center Building, Roxas Boulevard, Manila at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was unanimously approved; 2. Photocopy of the Certificate of Business Name Registration issued by the Department of Trade and Industry on 09 August 2007; 3. Photocopy of the 2006 and 2007 Annual Income Tax Return; and 4. Photocopy of the 2007 Business Permit, City of Manila. Petitioner submitted its 2008 General Information Sheet (GIS) and 2007 Financial Statements (FS) to prove its intention to continue its registration with the Commission. It also manifested that it has no intention to violate the law. 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 (2nd Floor Cuevas Tower Condominium Pedro Gil cor. Taft Avenue, Malate, Manila as stated in the 2008 GIS and 2007 FS) without properly amending its Article of Incorporation (which states Rm. 703, 7th Floor, Ermita Center Building, Roxas Boulevard, Manila). It also violated Section 48 of the Code by effecting a change in the fiscal year to December (as stated in the FS) without the approval by the Commission (the Articles of Incorporation states last day of September). Thus, a fine of Php10,000.00 2 per violation was imposed on the Petitioner, pursuant to Section 144 of the Code. DcCEHI On 08 October 2007, Petitioner paid the fine of Php116,000.00 3 under OR No. 0102711 for non/late-filing/registration of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1996-2005 2006 Financial Statements 1996-2005 2006 Stock and Transfer Book Registered late WHEREFORE, finding the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity, the Commission's Order dated 27 May 2003 revoking the Certificate of Registration of FELANER REALTY DEVELOPMENT CORPORATION, is hereby SET ASIDE. However, the Petitioner is hereby directed to file its application for the amendment of its Articles of Incorporation (changing its principal office from Rm. 703, 7th Floor, Ermita Center Building, Roxas Boulevard, Manila to 2nd Floor Cuevas Tower Condominium Pedro Gil cor. Taft Avenue, Malate, Manila ) and its By-Laws (changing its fiscal year end from 27 September to 31 December ). Petitioner is warned that non-compliance therewith shall constitute a continuous violation of Section 16 of the Code. Further, Petitioner is hereby directed to submit its 2009 Business Permit within thirty (30) days from receipt of this Order. Failure on the part of the Petitioner to comply with this directive shall cause the recall of this Order. 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 Footnotes 1. Photocopies are faithful reproductions of the originals of the documents. 2. OR No. 0204113, for violation of Section 16 of the Code. 3. Includes fine for violation of Section 48 of the Code.