Angara Abello Concepcion Regala

February 13, 1980 Angara Abello Concepcion Regala & Cruz Law Offices 5/F ACCRA Building 122 Gamboa St., Legaspi Village Makati, Metro Manila Dear Sir/Madam: This is to acknowledge receipt of your letter-query dated 07 December 1979 relative to the Amended Articles of Incorporation of RAMCAR INCORPORATED, which was filed for purposes of extending its term of existence for another fifty (50) years and increasing its authorized capital stock from P8M to P30M, after its corporate life apparently ceased to exist last 19 May 1979. This Commission is inclined to grant your request for issuance of the necessary certificate of filing of amended articles of incorporation to Ramcar Incorporated. Firstly, we do not believe that the leading case of Alhambra Cigar & Cigarette Manufacturing Company, Inc. vs. Securities and Exchange Commission (G.R. No. L-23606, July 29, 1968) applies to the instant case because the fact therein are not four-square with the facts of Ramcar, i.e., Ramcar's stockholders voted for an extension of corporate life on 9 January 1979 which is before the advent of 17 May 1979, the expiry date of its original term of existence. In other words, Ramcar's stockholders adopted and approved the amended articles of incorporation in question when it still had the power to extend its life and during its original term when it could legally and lawfully amend the same. However, in the Alhambra case, when the stockholders made the attempt to extend its corporate existence or voted to approve the amended articles of incorporation extending its corporate life, its original term of fifty (50) years had already lapsed. Likewise, it is very clear in the Alhambra case that said corporation cannot avail of R.A. No. 3531 (which took effect only on June 20, 1963) because its term of existence has already expired on January 15, 1962 before said law took effect. Unfortunately, said law could not be given retroactive effect and Alhambra had to continue with the liquidation if its corporate affairs although it re-incorporated under a substantially different corporate name but retained the word "Alhambra". Moreover, in the case at bar, two (2) corporate actions had been approved by the requisite stockholders' vote in the special meeting of January 9, 1979, i.e., (a) extension of Ramcar's corporate existence and (b) increase of its capital stock by way of stock dividend. Assuming that all the conditions imposed by Section 17 of the Corporation Law, as amended, have been duly complied with by Ramcar, the subsequent approval of said certificate of Increase of Capital Stock by this Office will naturally relate back to the date of the approval of the increase of capital stock as well as the extension of its corporate term by the stockholders on January 9, 1979, thereby giving effect to or validating the approval of the stock dividend by the stockholders. Secondly, considering the socio-economic problems confronting both the public and private sectors today we agree with you that to disallow the recording of the extension of Ramcar's corporate life would inevitably lead to incalculable adverse economic consequences to the employees and their families. Furthermore, we believe that the failure of Ramcar to file the necessary documents for both corporate actions before the expiry date of its original term is excusable and appropriate measures were exerted to neutralize or overcome the same within a reasonable period of time. Please be advised accordingly. Very truly yours, For the Chairman: (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department