Mr. Felicisimo Serrano

April 6, 1993 Mr. Felicisimo Serrano 2150-A Ciriaco Tuazon Street, San Andres, Malate, Manila S i r : This refers to your letter of March 22, 1993 requesting opinion whether a corporation, whose certificate of registration has been revoked on February 18, 1985, has the capacity after such revocation to sell its titled property. llcd The pertinent provision of the Corporation Code provides: "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 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. xxx xxx xxx" (Emphasis supplied) It is clear from the foregoing that a corporation, whose certificate of registration is revoked, may, for purposes connected with the winding up and liquidation thereof, continue as a body corporate and to that end, may dispose or sell its property, but only after payment of all its debts and liabilities to creditors. prcd Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman