Mr. Albino E. Sahagun

November 15, 1990 Mr. Albino E. Sahagun Sugar Regulatory Commission North Avenue, Diliman Quezon City S i r : This refers to your letter dated October 29, 1990 requesting opinion whether the continuance of the Trustee for the liquidation of the National Sugar Trading Corporation (NASUTRA), a corporation registered with the Securities and Exchange Commission which was allegedly phased out pursuant to PD 1971, as amended by PD 1984, is considered legal even after the lapse of the three (3) years winding-up and liquidation period without authority for extension issued by the Securities and Exchange Commission or the Office of the President. In connection therewith, please be advised that corporate record of NASUTRA on file with the Commission failed to show any document pertaining to its dissolution. In view thereof and considering that the Commission is not fully informed of the facts surrounding the alleged phase out of subject corporation, we cannot give a categorical answer to your query. However, for information purposes only, the following may be imparted. Under Section 122 of the Corporation Code, a dissolved corporation is given only three (3) years within which to wind-up and liquidate its business affairs. However, any litigation filed by or against it within the period of three years but which could not be terminated, must necessarily continue even after the period. (Agbayani, Commercial Laws of the Philippines, citing Pasay Credit & Finance Corp. v. Lazaro, CA No. 1651-R, Dec. 22, 1948 , 46 O.G. 5528). Likewise, the three-year limitation will not apply if a trustee is designated within the period. Unless the trusteeship is specifically limited in its duration by the deed of trust, there is no time limit within which the trustee must complete the liquidation in its hands, and claims not barred by the statute of limitation can be presented and allowed during its continuance. (Ibid, citing National Abaca and Other Fibers Corp. v. Pore, L-16779, August 16, 1961). Please be advised accordingly (SGD.) RODOLFO L. SAMARISTA Associate Commissioner