In the Matter of French-Solinap Development Corp.

February 27, 2009 SEC EN BANC CASE NO. 12-08-0577 IN THE MATTER OF FRENCH-SOLINAP DEVELOPMENT CORPORATION SEC REGISTRATION NO. 0000060126 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, FRENCH-SOLINAP DEVELOPMENT CORPORATION, is a stock corporation registered with the Commission on 12 February 1975, under SEC Registration No. 0000060126, with business office address at Sara Road, Passi City, engaged in the business of acquiring agricultural lands for planting and cultivation of sugarcane, rice, corn, and other agricultural products, as stated in its Articles of Incorporation. cADSCT On 2 July 2003 its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 27 May 2003, published on 2 June 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated 27 May 2003, on the following grounds: 1. that it did not receive any notice of revocation from the Commission; 2. that it is in continuous operation; 3. that it has agricultural lands which at present are being utilized as a rice, sugarcane plantation and graze land; 4. that it has no intention to violate the law and any SEC rules and regulations; and 5. that it shall henceforth submit reportorial requirements religiously. In support of its Petition, Petitioner submitted the following documents: n 1. Directors' Certificate dated 22 November 2008 certifying that at a meeting of the stockholders and the directors, held on 30 June 2008, in Passi City, Iloilo, at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was approved; 2. Photocopy of its 2008 Mayor's Permit, City of Passi, Iloilo City; * 3. Photocopy of its 2008 Annual Income Tax Return, received by the BIR on November 24, 2008; 4. Photocopy of Transfer Certificate of Title (TCT) Nos. T-19522 and T-164018 and T-84656, Province of Iloilo; and 5. Photocopy of a Certification issued by Ernesto C. Hofilea, President of Jalasig Sugarcane Planters Association, Inc. that Petitioner is a registered planter-member with a sugarcane plantation situated at Brgy. Salngan, Passi City, Iloilo. aSIDCT Petitioner submitted its 2008 General Information Sheet and 2008 Financial Statements to prove its intention to continue its registration with the Commission. It also commits to immediately pay the fines as due. Upon evaluation of the submitted documents vis-a-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 its principal office address (Sara Road, Passi City, as stated in its 2008 General Information Sheet and 2008 Financial Statements) without properly amending its Articles of Incorporation (which states Dingle, Iloilo). Thus, a fine of PhP10,000.00 is imposable on Petitioner. On 26 November 2008, Petitioner paid the fine of Php12,500.00, the amount assessed by the Iloilo Extension Office, under Official Receipt No. 5532143, for non/late filing of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1996-2007 2008 Financial Statements 1996-2006 Stock and Transfer Book Registered Late WHEREFORE, Petitioner's allegation that it did not receive the Order of Revocation dated 27 May 2003 is without merit, considering that said Order was published on 11 July 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 corporation concerned. Also, Petitioner failed to substantiate its allegation that it is in continuous operation. Nevertheless, finding the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity, the Order of the Commission dated 27 May 2003 revoking the Certificate of Registration of the FRENCH-SOLINAP DEVELOPMENT CORPORATION, is hereby SET ASIDE. However, Petitioner is directed to pay PhP10,000.00 as penalty for changing its principal office address without the prior approval of the Commission and to file its application for the amendment of its Articles of Incorporation (changing its principal office address from Dingle, Iloilo to Sara Road, Passi City ). Failure on the part of the Petitioner to comply with this directive shall constitute a continuous violation of Section 16 of the Code. Further, Petitioner is directed to submit its 2009 Mayor's Permit within thirty (30) days from date of receipt hereof. Failure on its part to comply with this directive shall cause the recall of this Order. aDTSHc 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 * Photocopies are faithful reproductions of the originals of the documents. n Note from the Publisher: Copied verbatim from the official document.