Angara Concepcion Regala & Cruz

May 14, 1987 Angara Concepcion Regala & Cruz c/o Atty. Violeta Calvo 5th Flr., ACCRA Bldg. 122 Gamboa St., Legaspi Village Makati, Metro Manila Gentlemen: This refers to your letter dated April 22, 1987 requesting reconsideration of the Commission's ruling dated February 16, 1987 disapproving the amended articles of incorporation of South Seas Trading Corporation extending its corporate life. LexLib You submitted that the extension of the company's corporate life should relate back to December 23, 1985, the date when the stockholders approved the amended articles of incorporation, claiming that the "doctrine of relation" has been applied in American decisions where the delay is due to the neglect of the officer with whom the certificate is required to be filed, or to a wrongful refusal on his part to receive it. You cited the case of St. Philipp's Church v. Zion Presbyterian Church (23 S.C. 297) wherein the Court held: "So where the failure to issue a new charter before the expiration of the old one is solely the fault of the clerk, to whom application therefor is reasonably made , the new charter, when issued, will relate back, and will be treated as taking effect from the day when the corporation was entitled to have the charter issued." (Citing also State v. Yodor, 39 Mont 202, 203, 103, Pac 499). (Emphasis supplied) You further claim that the refusal to renew the corporate existence of the company would be detrimental to the employees and their dependents thereby augmenting the unemployment problem of the country. Hence, your present request from our previous ruling disapproving the amended articles of incorporation of South Seas Trading Corporation whose amended articles of incorporation extending its corporate term was filed with the Commission after its expiry date. In connection therewith, please be advised that the US decisions you cited are applicable only if the delay is due to the neglect of an officer or employee of the Commission. This interpretation is ably supported by the underlined phrases in the aforecited authorities you mentioned. In the case of South Seas Trading Corporation, the delay in the final execution and filing of the amended articles of incorporation was attributable to the corporation itself, for its failure to send the required documents at an earlier time to its non-resident foreign stockholder for clearance. In view thereof, the so called "doctrine of relation" cannot be applied to South Seas Trading Corporation, and your request for a reconsideration of our previous opinion on the matter is denied. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner