Dissolution: Reckoning of Liquidation Period

January 18, 2006 SEC-OGC OPINION NO. 03-06 DISSOLUTION: RECKONING OF LIQUIDATION PERIOD Atty. Zenaida L. Salipsip Castillo Laman Tan Pantaleon & San Jose The Valero Tower, 122 Valero Street Salcedo Village, Makati City M a d a m : This refers to your letter dated April 14, 2005 which was indorsed to the Office of the General Counsel on April 19, 2005 requesting opinion on behalf of your client, Slipform Projects (Philippines), Inc.. As stated, on July 23, 2004, subject corporation filed with the Commission an Amended Articles of Incorporation shortening its corporate term of existence until June 30, 2004 which was approved on February 3, 2005. Your queries are: when is the corporation dissolved, June 30, 2004 (as stated in Article IV of the Amended Articles of Incorporation) or February 03, 2005 (the date of SEC approval) and when will the three (3)-year liquidation period set forth in Section 122 of the Corporation Code of the Philippines commence? Section 16 of the Corporation Code provides in part: "Section 16. Amendment of Articles of Incorporation . xxx xxx xxx The amendments shall take effect upon its approval by the Securities and Exchange Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation." (emphasis supplied) Based on the aforecited provision, subject corporation is deemed dissolved as of February 3, 2005, the date of approval by the Commission of its amended articles of incorporation, shortening Slipform's existence to June 30, 2004. Thus, the three (3)-year liquidation period shall be reckoned from the date of approval by the Commission of the amended articles of incorporation dissolving the corporation. 1 Please be guided accordingly. SCETHa (SGD.) VERNETTE G. UMALI-PACO General Counsel Footnotes 1. Opinion dated May 20, 1993, addressed to Ms. Adelaida M. Lim Tagalog.