Mr. Donato Erasmo

May 15, 1986 Mr. Donato Erasmo Cebu City Sir: This relates to your letter, dated December 16, 1985, inquiring as to whether or not Visayan Transportation Company, Inc. has been dissolved. In reply, please be informed that Visayan Transportation Company, Inc. was a pre-war corporation whose corporate records were duly reconstructed with this Commission on April 17, 1947. Its corporate term was fifty (50) years from and after the date of its incorporation, which appeared to be sometime in 1933. Considering that the corporation did not file with this Commission any amended articles of incorporation relating to extension of term, its corporate life has expired in 1983, and thus considered dissolved ipso facto. However, your attention is invited to the provisions of Sec. 122 of the Corporation Code, quoted as follows: "Corporate liquidation. Every corporation whose charter expires by its own limitation ...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. 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 other 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. xxx xxx xxx" Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman