Praise the Lord Fellowship Ministry, Inc.
SEC Opinion • Securities and Exchange Commission • Opinions • Apr 9, 1984
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April 9, 1984 Praise the Lord Fellowship Ministry, Inc. c/o Ricardo M. Castro 972-C Lerma St.,Sampaloc Manila Gentlemen: This refers to your letter dated January 24, 1984 requesting this Office to cancel or revoke the registration of the Articles of Incorporation of the above-named corporation which was registered with this Commission on December 13, 1983, for lack of qualified manpower and material elements for operation. Relative thereto, Sec. 22 of the Corporation Code provides: "SECTION 22. Effects of non-use of corporate charter and continuous inoperation of a corporation . If a corporation does not formally organize and commence the transaction of its business or the construction of its works within two (2) years from the date of its incorporation, its corporate powers cease and the corporation shall be deemed dissolved ." (emphasis supplied) Section 6 (1-4) * of Presidential Decree No. 902-A, as amended likewise provides: "SECTION 6. In order to effectively exercise such jurisdiction, the Commission shall possess the following powers: xxx xxx xxx 1. To suspend or revoke after proper notice and hearing, the franchise or certificate of registration of corporations, partnerships or associations upon any of the grounds provided by law, including the following: xxx xxx xxx 4. Continued inoperations for a period of at least five (5) years ; xxx xxx xxx (emphasis supplied) However, to dissolve your corporation voluntarily, you may comply/submit any of the following procedures/requirements: A. Under Section 118 of the Corporation Code 1. Resolution dissolving the corporation adopted by the affirmative vote of at least two-thirds of the members of the corporation at a meeting to be held on the call of the directors after publishing notice of the time, place and object of the meeting for three (3) consecutive weeks in a newspaper published in the place where the principal office is located; and if no newspaper is published in such place, then in a newspaper of general circulation in the Philippines and after sending such notice to each member either by registered mail or by personal delivery at least thirty (30) days prior to said meeting. 2. Directors' Certificate signed by at least majority of the directors, countersigned by the Secretary, certifying to the approval of the resolution dissolving the corporation. 3. Affidavit of a Director/Officer/member assuming any valid claim of creditors against the corporation. 4. Affidavit of publisher regarding the publication of the notice of time, place and object of the members' meeting approving the dissolution once a week for three (3) consecutive weeks in a newspaper of general circulation. B. Under Section 120 of the Corporation Code 1. Amended Articles of Incorporation shortening its corporate existence executed in accordance with Section 16 of the Corporation Code. 2. Directors' Certificate signed by at least a majority of the Directors and attested by the secretary, certified under oath, stating that the amended articles of incorporation is a true and correct copy as amended by at least two-thirds of the members and majority of the Board of Directors. 3. Affidavit of a Director/Officer/member assuming any valid claim against the corporation. 4. Notice of dissolution. 5. Publisher's affidavit regarding publication of the notice of dissolution once a week for three (3) consecutive weeks in a newspaper of general circulation. In both cases, a filing fee of P102.00 shall be paid to the Commission. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .
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