Ms. Malou Barreda

March 24, 1993 Ms. Malou Barreda Bagong Pag-asa Child & Development Center, Inc. Sto. Domingo, Albay M a d a m : This refers to your letter of January 29, 1993 informing this Commission of the conversion of Bagong Pag-Asa Child and Development Center, Inc. into a "cooperative",the Women's Service Multi-Purpose Cooperative under CDA Registration No. 1600. cdlex The Commission has previously ruled that a "non-stock, non-profit corporation cannot be converted into a "cooperative" without first dissolving the same in accordance with the provisions of the Corporation Code ( SEC letter to Mr. Candelario L. Versosa, Jr. of the Cooperative Development Authority dated May 13, 1992 ).Accordingly, unless dissolved in accordance with said Law, The Bagong Pag-Asa Child and Development Center, Inc. is still considered existing and has a personality separate and distinct from that of the Women's Service Multi-Purpose Cooperative. For purposes of dissolution under the Corporation Code, the following SEC Requirements are to be submitted: 1. Amended Articles of Incorporation shortening the term of existence of the corporation/association; 2. Directors' Certificate certified under oath before a notary public by at least a majority of the Directors and the Corporate Secretary stating that the amendment in the Articles of Incorporation shortening the corporate existence was approved by at least two thirds (2/3) of the members and majority of the Board of Directors, stating also the date and place of the meeting approving the same; 3. Certification that no rights of creditors will be affected by the dissolution; 4. List of creditors, if there is any; 5. Consent of the creditors, if there is any, with regards to the dissolution of the corporation; 6. Affidavit of any of the Directors/Officers or stockholders/members assuming any valid claim of creditors against the corporation; 7. Latest balance sheet which must not be earlier than the date of the meeting of the stockholders/members approving the amendment; 8. Notice of Dissolution; 9. Publishers' affidavit regarding the publication of the notice of dissolution once a week for three (3) consecutive weeks in a newspaper of general circulation; 10. Tax clearance from the BIR; 11. Data Sheet of Amended Articles of Incorporation (form enclosed); 12. Filing fee of P110.00, payable to the Securities and Exchange Commission. The Amended Articles of Incorporation shortening the life or existence of the corporation shall be effective only upon approval by the Commission. Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman