Mr. Emilio L. Vista

October 12, 1988 Mr. Emilio L. Vista C/O Mr. Panfilo G. Pilapil, Sr. 421 Tabayug, Mandaluyong, Pasig Metro Manila Sir/Madam: This has reference to your letter dated August 5, 1988 requesting for guidance on how to revive the expired corporate term of SAMARILAG, INC. Relative thereto, Sec. 122 of the Corporation Code provides and we quote: "SECTION 122. Corporate liquidation . Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three (3) years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and enabling it to settle and close its affairs, to dispose of and convey its property and to distribute its assets, but not for the purpose of continuing the business for which it was established ." (Emphasis supplied) From the above, it is clear that a corporation continues to exist after dissolution and within three (3) years thereafter for the specific purpose of closing up its business. Likewise, well-entrenched in this jurisdiction is the principle that the dissolution of a corporation for any cause provided by law terminates the power to continue the business for which it was established (16 Fletcher, Sec. 8118).Hence, it becomes incapable of making contracts. Considering the foregoing, we regret to inform you that your corporation cannot be revived. However, you can reincorporate by refiling a new articles of incorporation and by-laws and you can use the same name considering that three years have elapsed since the expiry date of your corporate term. Anent your third query, Sec. 11 of the Corporation Code provides: "SECTION 11. Corporate term . A corporation shall exist for a period not exceeding fifty (50) years from the date of incorporation unless sooner dissolved or unless said period is extended. The corporate term, as originally stated in the articles of incorporation, may be extended for periods not exceeding fifty (50) years in any single instance by an amendment of the articles of incorporation, in accordance with this Code: Provided, that no extension can be made earlier than five (5) years prior to the original or subsequent expiry date(s) unless there are justifiable reasons for an earlier extension as may be determined by the Securities and Exchange Commission." LibLex Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman