Ms. Adelaida M. Lim Tagalog

May 20, 1993 Ms. Adelaida M. Lim Tagalog Human Settlements Development Corp. 8th Floor, Hanston Building Emerald Avenue, Ortigas Center Pasig, Metro Manila M a d a m : This refers to your letter of April 1, 1993 requesting opinion/clarification as to when Woodwaste Utilization and Development Corporation, whose amended Articles of Incorporation shortening its corporate term of existence until December 31, 1989 was approved by the Commission only on May 30, 1991, is deemed dissolved and from what time shall the three-year liquidation period be counted, and in the event that the winding-up of corporate affairs is not completed at the end of the three year period, does the SEC allow an extension. Section 16 of the Corporation Code provides in part: "SECTION 16. Amendment of articles of incorporation . ... xxx xxx xxx The amendment 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." (Emphasis supplied) On the basis of the foregoing, subject Corporation is deemed dissolved as of May 30, 1991, the date of approval by the Commission of its articles of dissolution. Accordingly, the three-year liquidation period under Section 122 of the Corporation Code should be reckoned from that date. During the three-year period, it must collect all debts owing to it and pay all its creditors. However, any claim filed by or against it within the period of three years, but which could not be terminated, must necessarily prolong that period. (Agbayani, Commercial Laws of the Phil., citing Pasay Credit and Finance Corporation vs. Lazaro, CA No. 1651-R, December 22, 1948 , 46 O.G. 5528) Moreover, if the liquidation is effected by appointment of a receiver or of a trustee, the receivership or trusteeship, unless otherwise specifically limited in its duration, shall exist indefinitely until the affairs of the corporation shall have been completely settled and liquidated." Voluntary Dissolutions of Union Guaranty Co. (C.A., 37 O.G. 545, March 2, 1939; National Abaca Corporation vs. Poro G.R. No. L-16779, August 16, 1961; Board of Liquidators v. Kalaw, et al., G.R. No. L-18805, August 14, 1967) LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman