In re Malandag Institute, Inc.

November 28, 2008 SEC EN BANC CASE NO. 11-07-0277 IN THE MATTER OF MALANDAG INSTITUTE, INC. SEC REGISTRATION NO. 0000027471 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, MALANDAG INSTITUTE, INC., is a non-stock corporation registered with the Commission on 07 July 1965, under SEC Registration No. 0000027471, with principal office at Malandag, Malungon, Sarangani Province, Cotabato, organized to operate and maintain an educational institution offering vocational courses and complete high school, as stated in its Articles of Incorporation. On 27 May 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 22 April 2003, published on 25 April 2003 in the Philippine Daily Inquirer, for non-filing of reports.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 it was not aware that failure to submit the Financial Statements and General Information Sheet would result in the revocation of its certificate of registration; 2. that it was not informed of the revocation of its certificate of registration which it came to know only sometime in July 2007; 3. that its failure to submit the reportorial requirements was inadvertent; 4. that it has no intention to violate the law and any SEC rules and regulations; 5. that it commits to submit reportorial requirements religiously; and 6. that it intends to continue its registration with the Commission and operation of its business. In support of its Petition, Petitioner submitted the following documents: * 1. Photocopy of its 2007 Annual Income Tax Return; 2. Photocopies of Petitioner's Official Receipts, issued to its enrollees on August 7, 2007 and August 8, 2008 as payment for tuition fees. 3. Photocopy of a Certification issued by Ms. Deborah A. Adrales, CESO IV, Schools Division Superintendent, Department of Education Region XII, Division of Sarangani, that Petitioner was verified to have been existing since SY 1969-1970 up to the present; 4. Trustees' Certificate dated 05 September 2007 certifying that at the special joint meeting of the members and the Board of Trustees, held on 18 July 2007, in Malandag Malungon, Sarangani Province, at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was approved; 5. Photocopy of a Certificate of Participation dated 15 December 2006, issued by the Sarangani Private Schools Educator's Association (SPSEA) to Petitioner for its active involvement and generous support as Participant during the First General Assembly of SPSEA; and 6. Photocopy of Petitioner's Certificate of Government Recognition dated 1 February 1971, issued by the Department of Education for the Complete Secondary Course (Day) under the 2-2 Plan. Petitioner submitted its 2007 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It also commits to immediately pay the fines due. Petitioner paid the fine of Php43,000.00, 1 the amount assessed by the Davao Extension Office, for non/late filing of the following, on the years indicated hereunder: Requirements Not Filed Filed Late General Information Sheet 1996-2006 2007 Financial Statements 1996-2005 2006 WHEREFORE, Petitioner's allegation that it was not aware that failure to submit the Financial Statements and General Information Sheet would result in the result in the revocation of its certificate of registration 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 dated 22 April 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 once in a newspaper of general circulation. 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 22 April 2003, revoking the Certificate of Registration of the MALANDAG INSTITUTE, INC., is hereby SET ASIDE. SO ORDERED. Mandaluyong City, November 28, 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 * Photocopies are compared with the original documents. 1. Php33,000.00 on 22 October 2007 under Official Receipt No. 5490428 and Php10,000.00 on 16 April under Official Receipt No. 5492792, which includes fine for violation of Section 16 of the Corporation Code by effecting a change in the number of its directors (nine, as enumerated in its 2007 GIS, received by the Davao Extension Office on October 22, 2007) without properly amending its Articles of Incorporation (which states five).