Atty. Elpidio M. Gamboa. Jr.

February 26, 1990 Atty. Elpidio M. Gamboa. Jr. Philippine National Oil Company PNOC Building 7901 Makati Avenue, Makati Metro Manila S i r : This refers to your letter dated January 25, 1990, requesting this Commission to consider a secretary's certificate a substantial compliance of the required directors' certificate to the amended articles of PNOC Petroleum Carriers Corporation (PPCC) shortening its corporate existence in view of the reason stated therein. You stated that PPCC cannot submit the required Directors' Certificate inasmuch as the reorganization of PNOC and Philippine National Lines (PNL), both of which are government owned and controlled corporations, resulted in the resignation of their respective nominees who constitute the majority of the PPCC Board of directors. Consequently, the directors who were supposed to sign the required directors certificate attesting to the amendment, cannot be reached and contacted. The efforts to constitute a new set of members of PPCC Board among nominees of PNOC and PNL were unsuccessful as a result of the strained relations between PNOC and PNL arising from the administrative case now pending with the Department of Justice docketed as Case No. DOJ-88-02, Philippine National Oil Company vs. Philippine National Lines . Because of the foregoing circumstances the company submitted a secretary's certificate, in lieu of the directors certificate, attesting to the fact that the amendment shortening the term of existence of PPCC was approved by the required votes of directors and stockholders. Thus, as corporate counsel, you are requesting the Commission to consider the submission of the secretary's certificate as substantial compliance of the abovementioned SEC requirement. In connection therewith, please be advised that the Commission, in its meeting of February 15, 1990, resolved to grant your request subject to the submission of the following requirements: 1. Original copies of the minutes of the meeting of the Board of Directors approving the dissolution duly signed by at least majority of the board of directors; 2. Original copies of the minutes of the meeting of the stockholders approving the dissolution signed by stockholders representing at least 2/3 of the outstanding capital stock; 3. Secretary's certificate, subscribed and sworn to before a notary public, attesting to the fact that the amendment was approved by the required votes; 4. Clearances from the Commission on Audit, Bureau of Internal Revenue and Maritime Industry Authority; 5. Publisher's affidavit regarding the publication of notice of dissolution; and 6. Affidavit of any member of the board of directors, officers or stockholders assuming any valid claim of creditors against the corporation. Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner