Mr. Reynaldo L. Hernandez

May 4, 1995 Mr. Reynaldo L. Hernandez c/o A. Soriano Corporation 7/F Pacific Star Building Makati Ave. cor. Gil Puyat Ave. Makati, Metro Manila S i r : This refers to your letter of April 25, 1995 informing this Commission that Kerry Insurance Brokers Philippines, Inc., has not formally organized and commenced transaction of its business since its incorporation on September 25, 1991, and hence, it is deemed dissolved pursuant to Section 22 of the Corporation Code. The Commission, on several occasions, had opined that the dissolution contemplated under Section 22 of the Corporation Code can only be effected by the Commission after due notice and hearing .This interpretation is supported by the second paragraph thereof which states as follows: "This provision shall not apply if the failure to organize, commence the transaction of its business or the construction of its works, or to continuously operate is due to causes beyond the control of the corporation as may be determined by the Securities and Exchange Commission ." (Emphasis supplied) Therefore, automatic dissolution was not envisioned under Section 22 of the Code. A corporation continues to exist as such notwithstanding its non-operational status until its certificate of registration is formally revoked by the Commission. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner