In the Matter of Baclaran Marketing Corp.

February 20, 2009 SEC EN BANC CASE NO. 12-08-0584 IN THE MATTER OF BACLARAN MARKETING CORPORATION SEC REGISTRATION NO. 0000084956 FOR : Setting Aside Order of Revocation of Certificate of Registration O R D E R Petitioner, BACLARAN MARKETING CORPORATION (formerly: Baclaran Lumber Marketing Corporation), is a stock corporation registered with the Commission on March 12, 1979 under SEC Registration No. 0000084956, with principal office address at 501-503 Quirino Ave., Paraaque City, engaged in the trading of all kinds of goods, wares and merchandise, as stated in its Articles of Incorporation. cSEaTH On August 11, 2003, its Certificate of Registration was revoked by virtue of SEC Order dated July 08, 2003 which was published on July 11, 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated July 08, 2003, on the following grounds: 1. that the Petitioner temporarily ceased its operation in 1995 due to unfavorable business conditions, however, it has recently reorganized through the election and appointment of officers and completion of its records with the Bureau of Internal Revenue, with the intention to resume its commercial operations; 2. that its failure to submit the reportorial requirements was due to inadvertence and its lack of personnel; 3. that Petitioner's officers were not notified of the Order of Revocation; 4. that it holds title to real properties and continued to pay real property taxes thereon; and 5. that Petitioner seeks to recover a parcel of land in its name through a court action, as such, it must have a legal personality to claim its rights over the property. In support of its Petition, Petitioner submitted the following documents: 1 1. Copy of Directors' Certificate dated November 03, 2008, certifying that at the special joint meeting of stockholders and directors held on October 03, 2008, at 501-503 Quirino Ave., Paraaque City, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside the Order of Revocation was approved; 2. Photocopies of 1994 to 2007 Income Tax Returns received by the Bureau of Internal Revenue; DCAHcT 3. Photocopies of 1994 to 2007 Financial Statements received by the Bureau of Internal Revenue; 4. Photocopies of O.R.s issued on various dates in 2004 to 2005 for payment of real property tax in the name of Petitioner, Office of the Treasurer, Paraaque City; and 5. Photocopy of Transfer Certificate of Title No. 34587, Registry of Deeds Paraaque, over a certain parcel of land, in the name of Petitioner. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. Petitioner also manifested that it has no intention to violate the law and it commits to immediately pay the fines as due. On December 18, 2008, Petitioner paid the fine of PhP7,250.00 under O.R. No. 0243262 for non/late filing/registration of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1996-2007 2008 Financial Statements 1996-2006 2007 Stock and Transfer Book Registered late WHEREFORE, Petitioner's allegation that its failure to file the Commission's reportorial requirements was due merely to inadvertence is not meritorious. 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 inadvertence as excuse from compliance therewith. In addition, its assertion that it was not aware of the Order of Revocation dated July 08, 2003 is without merit, considering that said Order was published on July 11, 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. HDIATS However, finding the submitted documents sufficient to establish Petitioner's operation since 1994, and intent to continue as a juridical entity, the Order of the Commission dated July 08, 2003, revoking the Certificate of Registration of BACLARAN MARKETING CORPORATION, is hereby SET ASIDE. Further, Petitioner is hereby directed to submit its 2009 Mayor's Permit not later than May 31, 2009. Failure on the part of the Petitioner to comply with the directive shall cause the recall of this Order. SO ORDERED. Mandaluyong City, February 20, 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.