Atty. F. G. de Guzman

May 27, 1992 Atty. F. G. de Guzman De Guzman, Florentino & Associates Suite C, 15th Floor Strata 200 Bldg., Emerald Avenue, Ortigas Commercial Complex 1600 Pasig, Metro Manila S i r : This refers to your letter of May 20, 1992 requesting opinion relative to the intention of your undisclosed client corporation to extend its corporate life earlier than five (5) years prior to its original or subsequent expiry date. prcd As stated, your client is about to embark in an extensive program of expansion of its manufacturing facilities through the construction of a new modern plant in another location. Since the expansion entails substantial amount to finance new scientific technology, equipment and machinery, it opted to invite foreign investors to provide additional financing in order to augment the present resources of the stockholders. The prospective investors have expressed interest for this project provided there is an assurance of a longer corporate existence since they are looking to a long-term investment and growth in the future. To make the project feasible, it is imperative that its corporate life be extended to another fifty (50) years. Hence, your present request for opinion. The pertinent provision of the Corporation Code provides: "SECTION 11. Corporate term . A corporation shall exist for a period not exceeding fifty (50) years from the date of incorporation unless sooner dissolved or unless said period is extended. The corporate term, as originally stated in the articles of incorporation, may be extended for periods not exceeding fifty (50) years in any single instance by an amendment of the articles of incorporation, in accordance with this Code: Provided, That no extension can be made earlier than five (5) years prior to the original or subsequent expiry date(s) unless there are justifiable reasons for an earlier extension as may be determined by the Securities and Exchange Commission ." (Emphasis supplied) It is clear from the aforecited provision that should there be a justifiable reason, extension of corporate life may be allowed earlier than five (5) years prior to the original or subsequent expiry date. Thus, in the case of your client, the same may be allowed provided that a written justification for such earlier extension together with the Amended Articles of Incorporation of the corporation duly approved by the Directors and Stockholders in accordance with Section 16 of the Corporation Code shall be filed with the Commission. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman