Atty. Carlos L. de Jesus, Jr.

June 3, 1982 Atty. Carlos L. de Jesus, Jr. 10th Floor, Ortigas Building Ortigas Avenue, Pasig Metro Manila Sir : This has reference to your letter dated March 30, 1982 requesting the opinion of this Commission on the queries posed therein. It appears that Supremeland Investment and Development Corporation (Supremeland) acquired rights and interests to three (3) parcels of land through separate contract of sale executed with Ortigas and Company, Limited Partnership (Ortigas), the owner and seller thereof. On December 29, 1975, without knowledge of the latter, the former assigned its rights and interests to said lots in favor of certain Mr. Jeffrey Tan and Richmond Tan. Upon learning of the said transaction, Ortigas required Supremeland to revised the documentary form of its deed of assignment which was complied with on September 29, 1981. When Ortigas was about to acknowledge the assignment, it found out that on September 8, 1976, Supremeland filed with the SEC amended articles of incorporation shortening its life to October 31, 1976 which are not approved by the SEC. Relative thereto, the following queries are submitted: a) Pending approval of the dissolution of Supremeland, may Ortigas honor deeds of transfer of rights executed February 29, 1981 by Supremeland which shortens its life on October 31, 1967? cdll b) Under SEC policy, what documents should Ortigas require Supremeland to file with, or bring to the attention of SEC as pre-requisite to Ortigas deed of transfer for the protection of its creditors, if any? It is noteworthy that "a corporation, while it may dispose of its property and cease to do business under some circumstances, cannot be legally dissolved by a resolution of the stockholders or members, and a surrender of its charter, unless the surrender is authorized by some statute, or is afterward accepted or ratified by the state. (16 Fletcher 8013) In case of voluntary extrajudicial dissolution, the resolution must be filed with the SEC for its approval. If the dissolution is judicial, it can have no effect until the Court has decreed that the dissolution is proper. These requirements are again based on the theory that since it was the state which "created" the corporation, it can only be dissolved with State approval. ( SEC Opinion dated June 19, 1974 citing Campos and Lopez Campos on Corporation Law p. 933). Considering that the dissolution papers of Supremeland remain pending with SEC, we therefore, answer your first query in the affirmative. LibLex As to your second query, please be informed that SEC does not require any document relative to subject deed of transfer. We consider this transaction as an internal concern of the corporation which does not need SEC approval. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner