In the Matter of Aquarius Sales Co., Inc.

January 19, 2009 SEC EN BANC CASE NO. 11-08-0573 IN THE MATTER OF AQUARIUS SALES CO., INC. SEC REGISTRATION NO. 0000076508 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, AQUARIUS SALES CO., INC., is a stock corporation registered with the Commission on 8 November 1977 under SEC Registration No. 0000076508, with principal office address at 3 Auditing Street, Project 8, Sangandaan, Quezon City, as stated in its Articles of Incorporation. On 11 August 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 8 July 2003, published on 11 July 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated 8 July 2003, on the following grounds: 1. that Petitioner's accountant left the company without informing its officers that the former failed to submit the required reports of the Commission; and 2. that Petitioner intends to continue its operations. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated 19 April 2008, certifying that at the special meeting, held on even date, in Quezon City, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; 2. Photocopies of Petitioner's Mayor's permit for the years 2000, 2005, 2007 and 2008, Quezon City; and 3. Photocopies of Petitioner's Annual Income Tax Returns for the years 2000 to 2007. Petitioner submitted its 2007 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It also manifested that it has no intention to violate the law and any SEC rules and regulations and commits to immediately pay the fines as due. 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), on the number of Board of Directors (seven, as stated in its 2007 General Information Sheet) without properly amending its Articles of Incorporation (which states five). Thus a fine of Php10,000.00 2 was imposed on the Petitioner, pursuant to Section 144 of the Code. On 5 December 2008, Petitioner paid the fine of P121,689.89, 3 under Official Receipt No. 0240564, for non/late filing/registration of the following, on the years indicated hereunder: REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1996-2003; 2005-2006 Financial Statements 1996-2006 2007 Stock and Transfer Book Registered Late By-Laws Registered Late WHEREFORE, Petitioner's allegation that its accountant failed to inform its officers of the non-submission of the Commission's reportorial requirements 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. Petitioner is bound by the said provision of the law and it cannot claim lack of information nor negligence as excuse from compliance therewith. However, finding the submitted documents sufficient to establish Petitioner's operation since 2000 to present, and its intent to continue as a juridical entity, the Order of the Commission dated 8 July 2003, revoking the Certificate of Registration of the AQUARIUS SALES CO., INC., is hereby SET ASIDE. Further, the Petitioner is hereby directed to file its Amended Articles of Incorporation, changing the number of Board of Directors with the Commission, within thirty (30) days from the date of receipt of this Order. The petitioner is warned that non-compliance therewith shall constitute a continuous violation of Section 16 of the Corporation Code. SO ORDERED. Mandaluyong City, January 19, 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 1. Photocopies are faithful reproductions of the originals of the documents. 2. Included in the Official Receipt. 3. Fine for violation of Section 43 of the Code, retaining surplus profits in excess of one hundred (100) percent of their paid-in capital stock, included.