Mr. Fernando V. Cubelo

August 18, 1983 Mr. Fernando V. Cubelo 8948 Aranga St. San Antonio Village Makati, Metro Manila Sir : This refers to your letter dated May 2, 1983 requesting the opinion of this Commission on the queries enumerated hereunder. cdlex It appears that during the 22nd annual membership meeting of GOLF FIRST CLUB, INC. in November 1981, majority of the directors rejected your fifteen (15) proxies on the ground that corporation laws are not applicable to the club since it is not a corporation. It seems that the club officers based their ruling on the letter of Mr. Cesar R. Mendiola to the Securities and Exchange Commission, sometime in August 1980, regarding the club's withdrawal of its application for registration. In the next election on November 16, 1982, the club's rules and regulations were again disregarded resulting in complaints of several members per attachments to the above-mentioned letter. Relative thereto, you pose the following queries: 1. Is the GOLF FIRST CLUB, INC. still a constituted corporate entity insofar as the Securities & Exchange Commission is concerned? 2. If so, are the actions of the officers and the Board of Directors which have been questioned by the undersigned and by Mr. Gregorio Uy, valid and legal? 3. Are the newly-elected officers of the GOLF FIRST CLUB, INC. who were inducted into office on May 19, 1983, the 'duly elected officers' of the club and, are they holding their respective offices legally? GOLF FIRST CLUB, INC. began its corporate existence on July 7, 1980; the date when its articles of incorporation were approved by the Securities and Exchange Commission. "A private corporation formed or organized under this Code commences to have corporate existence and juridical personality and is deemed incorporated from the date the Securities and Exchange Commission issues a certificate of incorporation under its official seal; and thereupon the incorporators, stockholders/members and their successors shall constitute a body politic and corporate under the name stated in the articles of incorporation for the period of time mentioned therein, unless said period is extended or the corporation is sooner dissolved in accordance with law." (Sec. 19, Corporation Code of the Philippines). Our records show that a letter dated March 23, 1981 signed by Cesar R. Mendiola, secretary of subject corporation, was submitted to this Commission informing that the club "is no longer pursuing its plan to incorporate since it will not be able to meet the requirements of the Securities and Exchange Commission for incorporation". However, said letter cannot be deemed sufficient to formally dissolve the corporation. In order to voluntarily dissolve a corporation, the requirements of Sections 118, 119 or 120 of the Corporation Code should be complied with. In view thereof, we answer your first query in the affirmative. As to the other queries, we regret that this Commission could not render an appropriate opinion based on facts alleged on your letter since the same is a matter of evidence and therefore a justiciable issue which could only be clarified and determined in a proper proceeding. Like in other letter queries of similar nature, the Securities and Exchange Commission has adopted the policy of not taking any action that will prejudice the outcome of the case, if it will eventually be litigated in the future. Thus, instead of rendering an opinion on said questions and in order to afford the parties due process of law, we suggest that you file the necessary verified complaint with this Commission on this matter. Please be advised accordingly. cdlex Very truly yours, (SGD.) GONZALO T. SANTOS, JR. Associate Commissioner