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Dr. Ramon M. Uy

SEC Opinion • Securities and Exchange Commission • Opinions • Nov 7, 1983

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November 7, 1983 Dr. Ramon M. Uy 2036 Escaler Street Sta. Cruz, Manila Dear Dr. Uy: This refers to your letter of September 13, 1983 requesting for assistance to facilitate the issuance of a Certificate of Dissolution of Astropubs Corporation. According to your letter, Astropubs Corporation of which you are the principal stockholder has never used its Corporate Charter and has never operated in any way, as there has never been any organizational meeting and as a consequence of which it has not adopted any By-Laws or elected any officer despite the lapse of more than three (3) years from the issuance of its Certificate of Articles of Incorporation on April 11, 1980, because of the refusal of the other incorporators to go on with the business and for health reasons on your part. In this connection, Section 22 of the New Corporation Code provides in part as follows: "SECTION 22. Effects of non-use of Corporate Charter and continuous inoperation of a corporation . If a corporation does not formally organize and commence the transaction of its business or the construction of its works within two (2) years from the date of its incorporation, its corporate powers cease and the corporation shall be deemed dissolved." xxx xxx xxx In this regard, you are hereby required to submit to this Commission an affidavit executed by the incorporators stating that the Astropubs Corporation has not organized and started its business operation, if such is the fact, and likewise state therein that no creditors or third persons shall be prejudiced by the dissolution of the Astropubs Corporation. LexLib Please be guided accordingly. Very truly yours, (SGD.) CORAZON I. MORANDO Director

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