In the Matter of Thunderheads Construction Corp.

February 27, 2009 SEC EN BANC CASE NO. 12-08-0574 IN THE MATTER OF THUNDERHEADS CONSTRUCTION CORPORATION SEC REGISTRATION NO. A199608118 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, THUNDERHEADS CONSTRUCTION CORPORATION, is a stock corporation registered with the Commission on 15 October 1996, under SEC Registration No. A199608118, with principal office address at Lalud, Calapan City, Oriental Mindoro, engaged in general construction business, as stated in the Articles of Incorporation. aSTAcH On 15 March 2004, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 10 February 2004, published on 14 February 2004 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the said Order of Revocation dated 10 February 2004, on the following grounds: 1. that Petitioner's officers were not properly guided by their previous accountant about the compliance with the Commission's reportorial requirements; 2. that Petitioner has no intention to violate the law and any of the Commission's rules and regulations; and 3. that Petitioner shall henceforth submit reportorial requirements religiously. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated 02 July 2008, stating that at the regular joint meeting of the stockholders and directors, held on 30 June 2008, at Masipit, Calapan City, 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 2008 Business Permit, Calapan City; 3. Photocopy of the Certificate of Business Name Registration dated 19 July 2007 issued by the Department of Trade and Industry; 4. Photocopy of the Certificate of Registration dated 08 May 2008 issued by the Department of Budget and Management; 5. Photocopy of the Contractor's License dated 31 January 1997 issued by the Philippine Contractors Accreditation Board; SaCDTA 6. Photocopy of the Tax Clearance dated 12 February 2008 issued by the Bureau of Internal Revenue; 7. Photocopy of the Contractor's Work Experience on various dates in the years 1997 to 2008; and 8. Photocopy of the Official Receipts issued by the Petitioner on various dates in the years 2007 and 2008. Petitioner submitted its 2008 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 as due. On 08 December 2008, Petitioner paid the fine of PhP111,455.18 under OR No. 0238602 for non/late-filing/registration of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1997-2007 2008 Financial Statements 1997-2006 2007 Stock and Transfer Book Registered late WHEREFORE, Petitioner's allegation that its officers were not properly guided by their previous accountant about the compliance with the Commission's reportorial requirements is bereft of merit. Despite the change of administration, Petitioner should have been vigilant in complying with the Commission's reportorial requirements. The obligation to file reports is on the Petitioner itself, and such obligation stands despite changes in administration. 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 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 intent to continue as a juridical entity, the Commission's Order dated 10 February 2004 revoking the Certificate of Registration of THUNDERHEADS CONSTRUCTION CORPORATION, is hereby SET ASIDE. Further, Petitioner is hereby directed to submit its 2009 Business Permit within thirty (30) days from date of receipt hereof. Failure on the part of the Petitioner to comply with the directive shall cause the recall of this Order. cAaDCE SO ORDERED. Mandaluyong City. February 27, 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.