In the Matter of Manila Newtown Development Corp.

January 30, 2009 SEC EN BANC CASE NO. 11-08-0570 IN THE MATTER OF MANILA NEWTOWN DEVELOPMENT CORPORATION SEC REGISTRATION NO. 0000040835 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, MANILA NEWTOWN DEVELOPMENT CORPORATION, is a stock corporation registered with the Commission on March 20, 1970, under SEC Registration No. 0000040835, with office address at 10/F Manilabank Bldg., 6772 Ayala Avenue, Makati City, engaged in the real estate business, as stated in its Articles of Incorporation. cASIED On July 2, 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated May 27, 2003, published on June 2, 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated May 27, 2003, on the following grounds: 1. that it is in continuous operation since incorporation; however, all its corporate records were destroyed due to fire on November 18, 1997; 2. that it owned several parcel of lands and that the same cannot be utilized for corporate purposes unless the Order of Revocation is not set aside; 3. that it has no intention to violate the law and any of the Commission's rules and regulations; and 4. that it commits to submit the reportorial requirements religiously. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated July 8, 2008, certifying that at the regular meeting of the Board of Directors and stockholders of the Petitioner, held on July 19, 2007, at its office address at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; 2. Photocopy of the 2008 Annual Income Tax Return; 3. Photocopies of the 2008 Business Permit and Sanitary Permit dated May 8, 2008, Makati City; 4. Photocopy of the Barangay Business Clearance dated April 17, 2008, Barangay San Lorenzo, Makati City; 5. Photocopy of the 2008 Community Tax Certificate dated April 30, 2008; 6. Photocopy of the Locational Clearance dated April 30, 2008, by the Urban Development Department, Zoning Administration Division of Makati City; 7. Photocopies of the Transfer Certificates of Title Nos. T-512268, T-512269, T-512270 and T-512271, evidencing ownership of certain parcels of land located in San Jose Del Monte, Bulacan; and EHITaS 8. Photocopies of the Minutes of Meetings held on July 19, 2008. 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 the principal office address (10/F Manilabank Bldg., 6772 Ayala Avenue, Makati City per its 2008 GIS) without properly amending its Articles of Incorporation (which states Quezon City). Petitioner also violated Section 38 in relation to Section 16 of the Code by effecting an increase in its authorized capital stock (P50,000,000.00 per its 2008 GIS) without approval by the Commission and corresponding amendments of its Articles of Incorporation (which states P8,000,000.00). Thus, a fine of Php20,000.00 2 was imposed on the Petitioner, pursuant to Section 144 of the Code. Petitioner submitted its 2008 General Information Sheet and 2008 Financial Statements to prove its intention to continue its registration with the Commission. On December 4, 2008 and January 14, 2009, Petitioner paid a total fine of Php13,500.00 under Official Receipt Nos. 0239392 and 0246937, 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 2007-2008 Stock and Transfer Book Registered Late WHEREFORE, notwithstanding the failure of the Petitioner to substantiate its allegations such as its continuous operation since incorporation and the destruction of its corporate documents because of fire, we find the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity. Thus, the Order of the Commission dated May 27, 2003, revoking the Certificate of Registration of MANILA NEWTOWN DEVELOPMENT CORPORATION, is hereby SET ASIDE. CHDAaS 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. Included in the O.R.