Ms. Consolacion V. Odra

July 16, 1981 Ms. Consolacion V. Odra Department of Rural Banks and Savings and Loan Association Central Bank of the Philippines Apolinario Mabini Street Manila Dear Ms. Odra: This refers to your letter dated June 17, 1981, requesting opinion on whether or not an absorbed bank in the case of a merger or consolidation is still required to amend its articles of incorporation to shorten its term of existence. LexLib This Office concurs with your observation that there is nothing in Title IX on Merger or Consolidation of the Corporation Code of the Philippines which requires a formal amendment to the articles of incorporation of an absorbed bank or corporation for that matter. In fact, the Code specifically provides, inter alia that: "SECTION 80. Effects of Merger or Consolidation . The merger or consolidation as provided in the preceding sections, shall have the following effects: 1. ... 2. The separate existence of the constituent corporation's shall cease ,except that of the surviving or the consolidated corporation. 3. ... 4. The surviving or the consolidated corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises of each of the constituent corporations, and all property, real or personal, and all receivables due on whatever account, including subscriptions to shares and other choses in action, and all and every other interest of, or belonging to, or due to each constituent corporation, shall be taken and deemed to be transferred to and vested in such surviving or consolidated corporation without further act or deed ...." In view of these new provisions of the Code, the absorbed corporation is ipso facto dissolved by operation of law, without necessity of any further act or deed. Under the said Code, it becomes a mere surplusage to require the submission of the amended articles of incorporation shortening the term of its existence, which is not so before the enactment of the Code considering that there is no statutory provisions on Merger and Consolidations in the old law, Act 1459, as amended. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department