Mr. Leopoldo A. Dela Cruz, Sr.
SEC Opinion • Securities and Exchange Commission • Opinions • May 14, 1990
Full text
May 14, 1990 Mr. Leopoldo A. Dela Cruz, Sr. Papa June College Mabitac, Laguna S i r : This refers to your letter dated April 19, 1989 requesting the change of the name of your school from PAPA JUNE COLLEGE to TORRES REAL DELA CRUZ COLLEGE FOUNDATION. In connection therewith, please be advised that the same may be granted. However, in order to legally effect the change in the corporate name, it is necessary that the articles of incorporation of the corporation shall be amended in accordance with Section 16 of the Corporation Code, quoted hereunder: "SECTION 16. Amendment of articles of incorporation . Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a "majority" vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least "two-thirds (2/3)" of the outstanding capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code, or the vote or written assent of two-thirds (2/3) of the members if it be a non-stock corporation. The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended, shall be indicated by underscoring the change or changes made and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that said amendment or amendments have been duly approved by the required vote of the stockholders or members, shall be submitted to the Securities and Exchange Commission. The amendments shall take effect upon its approval by the Securities and Exchange Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation." Likewise, pursuant to Section 17 (last paragraph) of the Corporation Code, the amended articles should be accompanied by a favorable recommendation from the Department of Education, Culture and Sports. In addition to the requirement above set forth by law, please submit undertaking signed by the majority of the directors to the effect that the corporation will change the proposed name in the event that another person, partnership or corporation has acquired a prior right to the use of said name or one similar to it. The amount of P110.00 shall be paid to the Commission to cover the filing fee thereof. LexLib Very truly yours, (SGD.) FE ELOISA C. GLORIA Director Corporate and Legal Department
Ask what this means for your situation
The assistant quotes the passage it relies on and links the source, so you can check every figure it gives you.