Atty. Miguel Z. Berba

April 30, 1986 Atty. Miguel Z. Berba 201 Natividad Building Escolta, Manila Sir : This refers to your letter dated April 29, 1986, requesting for the opinion of this Commission on whether or not the deed of partition and/or distribution of the assets of a dissolved corporation is subject to the approval of this Commission in view of the letter of the Deputy Register of Deeds of Manila requiring the approval of this Commission to the Deed of Partition executed by the stockholders. Relative thereto, Section 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). At any time during said three (3) years, said corporation is authorized and empowered to convey all of its property to trustees for the benefit of stockholders, members, creditors, and other persons in interest. From and after any such conveyance by the corporation of its property in trust for the benefit of its stockholders, members, creditors and others in interest, all interest which the corporation had in the property terminates the legal interest vests in the trustees, and the beneficial interest in the stockholders, members, creditors or other persons in interest. Upon the winding up of the corporate affairs, any asset distributable to any creditor or stockholder or member who is unknown or cannot be found shall be escheated to the city or municipality where such assets are located. Except by decrease of capital stock and as otherwise allowed by this Code no corporation shall distribute any of its assets or property except upon lawful dissolution and after payment of all its debts and liabilities." From the foregoing, it is clear that from the date of its dissolution, a corporation has a period of three (3) years within which to distribute its assets to its creditors and stockholders. However, there is nothing in the aforequoted provision which requires that the distribution of the assets to either the creditors or stockholders should be approved by the Securities and Exchange Commission. Please be advised accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner