Removing the Periods for Filing of Petitions to Set Aside Orders of Revocation or Orders Suspension of Corporations for Failure to Comply with the Reportorial Requirements

June 9, 2016 SEC MEMORANDUM CIRCULAR NO. 5, S. 2016 TO : All Concerned SUBJECT : Removing the Periods for Filing of Petitions to Set Aside Orders of Revocation or Orders Suspension of Corporations for Failure to Comply with the Reportorial Requirements This formalizes the issuance of the Commission by way of En Banc Resolution removing the periods within which to file a petition to lift the Order of Revocation as well as repealing and consolidating all other issuances of the Commission on the filing of a petition to lift the Order of Revocation and Suspension for violation of the reportorial requirements of the Commission. Coverage: This Circular covers corporations registered from 1936-2009, including those corporations covered by suspension orders and revocation orders published by SEC Extension Offices, whose certificates of registration were revoked or suspended by the Commission for failure to comply with the reportorial requirements by virtue of the following published Orders: Years Registered/ Date of Order Date of Date of Covered Publication Revocation/ Corporations Suspension 1936-1966 22-Apr-03 25-Apr-03 26-May-03 1967-1975 27-May-03 2-Jun-03 2-Jul-03 1976-1984 8-Jul-03 11-Jul-03 11-Aug-03 1985-1991 20-Aug-03 28-Aug-03 29-Sep-03 1992-1995 30-Sep-03 4-Oct-03 3-Nov-03 1996-1997 10-Feb-04 14-Feb-04 15-Mar-04 1998-1999 1 25-Oct-05 28-Oct-05 1-Dec-05 2000 2 27-Jun-06 3-Jul-06 2-Aug-06 Corporations covered by 28-Dec-01 21-Jan-02 20-Feb-02 Suspension Orders (1st Batch) Corporations covered by 29-Jul-02 7-Aug-02 6-Sep-02 Suspension Orders (2nd Batch) 2001 28-Sep-07 16-Oct-07 16-Nov-07 (1st Batch) 2001 15-Apr-09 25-Apr-09 26-May-09 (2nd Batch) 2002-2003 4-Nov-11 4-Dec-11 3-Jan-12 (Implemented by SEC Baguio Extension Office) 2002-2003 4-Nov-11 7-Dec-11 6-Jan-12 (Implemented by SEC Cebu Extension Office) 2002-2003 4-Nov-11 6-Dec-11 5-Jan-12 (Implemented by SEC Cagayan de Oro Extension Office) 2002-2003 4-Nov-11 15-Jan-12 15-Feb-12 (Implemented by SEC Legaspi Extension Office) 2002-2003 4-Nov-11 17-Nov-11 17-Dec-11 (Implemented by SEC Zamboanga Extension Office) 2002 9-Dec-11 16-Dec-11 15-Jan-12 (Main Office) 2002 (Implemented by SEC 9-Dec-11 27-Jan-12 27-Feb-13 Davao Extension Office) 2003 9-Dec-11 16-Dec-11 19-Jan-12 (Main Office) 2004 18-Jun-12 28-Jun-12 29-Jul-12 2005 12-Dec-12 19-Dec-12 18-Jan-13 2002-2004 8-Mar-13 1-Apr-13 2-Sep-13 (extended period of compliance by virtue of SEC Order dated July 15, 2013) 2006 24-Jun-13 2-Jul-13 1-Aug-13 2007 23-Dec-13 13-Jan-14 31-Dec-15 2008 21-May-15 26-May-15 26-Jun-15 2009 8-Jan-16 12-Feb-16 14-Mar-16 This Circular shall also cover corporations which shall subsequently be issued Orders of Suspension 3 for non-compliance with the reportorial requirements. This shall not however, apply to corporations whose corporate terms have already expired and to corporations whose certificates of incorporation were revoked or suspended due to fraud and/or misrepresentation in the procurement of the certificate of registration. CAIHTE Petitions to set aside Revocation Orders can now be filed anytime: Considering that on several occasions the Commission has extended the periods within which affected corporations may file their petitions to set aside Orders of revocation or suspension, the Commission on 21 July 2015 has resolved to remove the deadline for filing of Petitions to set aside the Order of revocation or Order of suspension. 4 Corporations with suspended or revoked status are now allowed to file their petitions for setting aside the Orders of revocation or suspension at any time provided the following requirements are met. Requirements for filing Petitions to set aside the Order of Revocation or Suspension: In line with the foregoing, petitions to set aside the Order of Revocation or Orders of Suspension shall only be received upon showing by substantial evidence that the corporation is an ongoing concern or that it has not ceased operations even during the period of revocation or suspension up to the present. The following requirements must be submitted to the Commission: 1. Verified petition to set aside the Order of Revocation or Suspension which shall include the following certification: "The company, through its authorized representative, hereby certifies that the latest financial statements that are submitted with this Petition are, accurate, compliant with applicable financial reporting framework and are supported by sufficient and valid source documents and schedules. This sworn certification extends to all the beginning balances of the accounts from previous years during which the company failed to submit audited financial statements. In relation to this, attached in the Petition is a sworn certification from the company's external auditor"; 5 2. Director's or Trustee's Certificate; 3. Latest due Audited Financial Statements; 6 4. Latest due General Information Sheet; 5. Copies of Certificate of Incorporation and latest Certificate of filing of Amended Articles or By-laws (if any) together with latest Articles of Incorporation and By-laws; 6. Copy of registration of stock and transfer book or membership book; 7. Secretary's Certificate of No Intra Corporate Controversy; 8. Sworn Certification by the external auditor; 7 and 9. Proofs of operation for each year, starting from the date of revocation or date of incorporation (for a suspension order) up to the time of the filing of the petition, any of the following but not limited to : a. Audited Financial Statements; b. Income Tax Returns; c. Mayor's or Business Permits; d. Contracts; e. Receipts showing payment of Real Estate Tax; f. Certifications/Recognitions/Annual Conventions; or g. Any similar/related documents. The corporation shall simultaneously undergo monitoring and will be required to pay the corresponding fines and filing fees before its petition will be received. With regard to covered corporations with pending intra-corporate dispute between two (2) or more groups claiming ownership or right over the same, their petition shall only be accepted upon the finality of a court decision, resolving the said intra-corporate controversy as to which group has a valid right and claim over the corporation. Any previous orders, circulars 8 and issuances which are inconsistent with the provisions of this Circular are hereby repealed accordingly. This Circular shall be effective immediately. Mandaluyong City, Philippines, June 9, 2016. (SGD.) TERESITA J. HERBOSA Chairperson Footnotes 1. Order includes non-commencement of charter within two years from date of incorporation and continuous inoperation for at least five years. 2. Ibid. 3. SEC Res. No. 155, s. of 2015. 4. SEC Res. No. 396, s. of 2015. 5. SEC Memorandum Circular No. 3, series of 2014. 6. Pursuant to the requirements of Rule 68, as Amended of the Securities Regulation Code. 7. Ibid. "I, _________________, the external auditor of _______________ hereby certify that the beginning balances of the company's financial statements as of ______________ are based on valid and sufficient source documents and schedules of the company, and I have conducted adequate audit procedures to attest to the correctness and accuracy of the said balances." 8. Memorandum Circular No. 4, Series of 2008; Memorandum Circular No 15, Series of 2009; Memorandum Circular No. 1, Series of 2012; and Memorandum Circular No. 22, Series of 2013.