Mr. Epifanio Mandreza Dagza

September 21, 1993 Mr. Epifanio Mandreza Dagza Blk. 29, Lot 6 Rosario Complex Subdivision San Pedro, Laguna, 4023 S i r : This refers to your letter of August 31, 1993 requesting opinion on the following queries: 1. Whether or not a corporation registered on April 23, 1981 which failed to file its by-laws can still legally function as such. 2. Under Sec. 6(1) * of P.D. 902-A, as amended, can the SEC suspend or revoke its certificate of registration by its own initiative, or by any one else (member or not) raising the question formally before it? 3. Can the SEC favorably entertain and register the Articles of Incorporation of another body with exactly the same name sans revoking first the certificate of registration of the one existing? Relative to your first and second queries, the pertinent provision of the Corporation Code provides: "SECTION 46. Adoption of by-laws . Every corporation formed under this Code, must , within one (1) month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission, adopt a code of by-laws for its government not inconsistent with this Code. . . . ; and a copy thereof, duly certified to by a majority of the directors or trustees and countersigned by the Secretary of the corporation, shall be filed with the Securities and Exchange Commission ,which shall be attached to the original articles of incorporation." ...(Emphasis supplied) The foregoing provision makes the submission of by-laws mandatory, and in case of violation thereof, the same Code provides: "SECTION 144. Violations of the Code . Violations of any of the provisions of the Code or its amendments not otherwise specifically penalized therein shall be punished by a fine of not less than one thousand (P1,000.00) pesos but not more than ten thousand (P10,000.00) pesos or by imprisonment for not less than thirty (30) days but not more than five (5) years, or both, in the discretion of the Court. If the violation is committed by the corporation, the case may, after notice and hearing , be dissolved in appropriate proceedings before the Securities and Exchange Commission: provided, that such dissolution shall not preclude the institution of appropriate action against the director, trustee or officer of the corporation responsible for said violation." . . . (Emphasis supplied) Likewise, PD 902-A, as amended, provides: "SECTION 6. In order to effectively exercise such jurisdiction, the Commission shall possess the following powers: xxx xxx xxx (1) To suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration of corporations, partnerships or associations, upon any of the grounds provided by law, including the following: xxx xxx xxx (5) Failure to file by-laws within the required period; (6) Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period." (Emphasis supplied) It is clear from the above provisions that the revocation or cancellation of the certificate of registration of a corporation for failure to comply with the submission of by-laws can be effected by the Securities and Exchange Commission, by its own initiative or thru a formal complaint filed by an interested party, only after proper due notice and hearing. Thus, the corporation continues to exist notwithstanding its failure to submit the required by-laws until its revocation is lawfully ordered by the Commission. Meanwhile, should the company desire to resume or continue its business operation, it must file its by-laws and submit to the Commission a copy of its general information sheet (GIS).The filing of the by-laws and GIS will serve as sufficient notice or information to the Commission of the resumption of the business by the corporation, subject, however, to penalties which may be imposed by the Supervision and Monitoring Department of this Commission for late filing of the by-laws and non-filing of reportorial requirements. Relative to your third query, the pertinent provision of the Corporation Code provides: "SECTION 18. Corporate Name . No corporate name may be allowed by the Securities and Exchange Commission if the proposed name is identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive, confusing or contrary to existing laws. When a change in the corporate name is approved, the Commission shall issue an amended certificate of incorporation under the amended name." (Emphasis supplied) Accordingly, for as long as the corporation is still existing, regardless of whether or not it is in operation, its corporate name cannot again be used by any other group. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .