Atty. Antonio M. Albano

February 14, 1995 Atty. Antonio M. Albano Albano and Associates Suite 902 Yujuico Bldg. 560 Q. Paredes St.,Binondo, Manila S i r : This refers to your letter of January 27, 1995 inquiring on the legal steps to be taken in transferring the property of a corporation whose corporate existence expired way back in 1973 and whose remaining stockholder is already dead. prcd Please be advised that the Corporation Code does not require prior SEC approval on the liquidation or distribution of the remaining assets of a dissolved corporation. The liquidation process is a matter of internal concern of the corporation and falls within the power of the directors and stockholders. However, since in the present case the remaining stockholder who allegedly purchased and/or is an indorsee of all the stocks of the corporation is already dead, his legal heirs shall succeed to his right to claim the remaining property of the corporation. But since this situation involves a determination as to who are his legal heirs entitled thereto, the same may be brought before the regular court. While Section 122 of the Corporation Code gives a dissolved corporation three (3) years to continue as a body corporate for purposes of liquidation, the disposition of the remaining undistributed assets after payment of corporate liabilities must necessarily continue even after such period. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner