Mr. Juan P. Puertollano

February 22, 1983 Mr. Juan P. Puertollano Ground Floor, Med-Dis Bldg. Corner Solana and Real Sts. Intramuros, Manila Sir : This refers to your letter dated February 3, 1983, requesting for information on the following queries: cdlex 1. Whether Arphi Builders, Inc. has filed a petition for dissolution of its corporate existence. 2. Whether a correction of the petition for dissolution of the corporate existence of a corporation is viable in the event of exclusion from the list of any creditor in said petition, before its approval. 3. Whether in the vent of his exclusion from said list would constitute a violation punishable under Sec. 144 of the Corporation Code. 4. Whether the SEC requires a tax clearance before the approval of the petition for dissolution pursuant to Sec. 324 * of the National Internal Revenue Code. A verification of the corporate records of Arphi Builders, Inc. on file with this Office, does not show that subject corporation has filed any petition for dissolution of its corporate existence, hence, the corporation is still existing. Anent your second query, please be informed that a corporation which applies for dissolution the SEC, is required to submit a list of creditors and their written consent with regards to its dissolution. In addition, the corporation is required to submit an affidavit of any member of the Board of Directors or officers or stockholders assuming any valid claim of creditors against the corporation. Thus, creditors who are not included among the list of creditors submitted are protected even after approval of the petition by the SEC. Correction of the petition is therefore not necessary. With respect to your third query, Section 144 of the Corporation Code does not apply. Said Section refers only to violations of any of the provisions of the Code. The required list of creditors is not a requirement under said law. However, you may file a formal complaint with this Commission seeking relief for violation of the SEC rules on the matter, in accordance with the provisions of P.D. 902-A, as amended and its implementing rules and procedures. As regard your fourth query, it has been the policy of the Commission to require all corporations applying for dissolution to secure the necessary tax clearance certificate from the Bureau of Internal Revenue pursuant to the letter of the Secretary of Finance to this Commission dated November 2, 1960. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .