Mr. Subiniano H. Marcos

July 29, 1994 Mr. Subiniano H. Marcos Citibank 114 Pasolo Road Valenzuela, Metro Manila S i r : This refers to your suggestion to the SEC to require as a revenue measure, a mandatory annual renewal of the Certificate of Registration of any corporation, partnership or association under its jurisdiction through a Memorandum Circular. llcd This Commission understands the concern manifested in your letter. However, the Commission is not inclined to adopt your suggestion as we find no legal basis to impose the requirement. The Corporation Code already provides that a corporation shall continue to exist for a period of time stated in the articles of incorporation The pertinent provisions of the Corporation Code provide thus: "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." (Emphasis supplied) SECTION 19. Commencement of corporate existence . A private corporation formed or organized under this Code commences to have corporate existence and juridical personality, and is deemed incorporated from the date in the Securities and Exchange Commission issues a certificate of incorporation under its official seal; and thereupon the incorporators, stockholders/members and their successors shall constitute a body politic and corporate under the name stated in the articles of incorporation for the period of time mentioned therein ,unless said period is extended or the corporation is sooner dissolved in accordance with law." (Emphasis supplied) In view of the foregoing and in line with the policy of the present government of encouraging deregulation in economic activities and eliminating the requirement of unnecessary licenses and permits to such legal extent as possible and taking into consideration the huge number of existing corporations and partnerships registered, the Commission in its meeting of July 28, 1994 resolved not to adopt the above proposal. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner