In re Montemar Resort and Development Corp.

December 3, 2008 SEC EN BANC CASE NO. 10-08-0543 IN THE MATTER OF MONTEMAR RESORT AND DEVELOPMENT CORPORATION SEC REGISTRATION NO. AS92005660 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, MONTEMAR RESORT AND DEVELOPMENT CORPORATION, is a stock corporation registered with the Commission on August 28, 1992, under SEC Registration No. AS92005660, with office address at 12th Flr., Telecoms Plaza Building, 315 Sen. Gil Puyat Ave., Makati City, engaged in real estate business, as stated in its Articles of Incorporation. DSAEIT On November 3, 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated September 30, 2003, published on October 4, 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated September 30, 2003, on the following grounds: 1. that its previous officers were not aware of the Commission's reportorial requirements; 2. that the revocation of its certificate of registration would adversely affect its business investments and prospects and the substantial number of its employees and staff; 3. that it has valuable real estate covering 226 parcels of land in Bataan and substantial personal assets; 4. that it has no intention to violate the law and any of the Commission's rules and regulations; and 5. that it commits to submit the reportorial requirements religiously. In support of its Petition, Petitioner submitted the following documents: 1 1. Board and Stockholder's Resolutions dated September 17, 2008, certifying that at the stockholder's meeting, held on July 31, 2008, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; 2. Photocopies of the 2008 Business Permit, Sanitary Permit and Locational Clearance, Makati City; 3. Photocopies of the Transfer Certificates of Title and a Copy Certification of the said TCTs, dated October 20, 2008, by Atty. Delfin R. Agcaoili, Jr. (Notary Public), evidencing the 226 parcels of land owned by the Petitioner; and 4. Photocopy of Certificate of Registration dated January 1, 1997 and Application for Registration Information Update with the Bureau of Internal Revenue; caIETS 5. Photocopy of Clearance dated July 21, 2008 issued by Barangay Bel-Air, Makati City, and 2008 Community Tax Certificate; and 6. Photocopy of Board Resolutions dated September 17, 2008. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. On October 21, 2008, Petitioner paid the fine of P13,000.00 under Official Receipt No. 0224043, for non/late filing/registration of the following, on the years indicated hereunder: 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 aware of the reportorial requirements to be submitted to the Commission is without merit. Section 141 of the Corporation Code of the Philippines (the Code) requires corporation 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 it cannot claim ignorance as excuse from compliance therewith. However, finding the submitted documents sufficient to establish Petitioner's operation, and its intent to continue as a juridical entity, the Order of the Commission dated September 30, 2003 revoking the Certificate of Registration of MONTEMAR RESORT AND DEVELOPMENT CORPORATION, is hereby SET ASIDE. SO ORDERED. Mandaluyong City, December 3, 2008. (SGD.) FE B. BARIN Chairperson on leave 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.