Atty. Romeo G. Bernaje

December 27, 1982 Atty. Romeo G. Bernaje P.O. Box. 300 Bacolod City Sir : This refers to your letter, dated November 23, 1982, requesting the opinion of this Commission on the queries posed therein. It appears from the facts stated therein that CONSOLTA, INC., which has five (5) directors who are at the same time the only stockholders thereof, would like to dissolve under Section 118 of Batas Pambansa Blg. 68, otherwise known as the Corporation Code of the Philippines. You now posed the following queries quoted hereunder: "1. Under the peculiar facts given above is the publication required under Section 118 still necessary considering that there are only five (5) stockholders who could all be personally served with the notice of said meeting inasmuch as they also constitute the same Board of Directors who decided on such dissolution? 2. Does the phrase "for three (3) consecutive weeks mean daily for three (3) consecutive weeks, or 21 daily issues of the newspaper, or does it mean just once a week for three (3) consecutive weeks or only three (3) issues of the newspaper?" Anent your first query, it is your view that the required publication of notice under Section 118 contemplates a situation where there are numerous stockholders making service upon them by registered mail or by personal delivery uncertain in order to assure such service to them through the newspapers. That such publication is not intended for creditors but only for the stockholders, for which reason, you now contend that such publication of notice may be dispensed with there being only five (5) directors who are the only stockholders thereof, so much so that the decision of the Board of Directors to dissolve the corporation is that already of the stockholders themselves. The pertinent provision of Section 118 of the Corporation Code provides, thus: "Voluntary dissolution where no creditors are affected. If dissolution of a corporation does not prejudice the rights of any creditor having a claim against it, the dissolution may be effected by majority vote of the Board of Directors or Trustees, and by a resolution duly adopted by the affirmative vote of the stockholders owning at least two-thirds (2/3) of the outstanding capital stock ...at a meeting to be held upon call of the directors or trustees after publication of the notice of time, place and object of the meeting for three (3) consecutive weeks in a newspaper published in the place where the principal office of said corporation is located; or if no newspaper is published in such place, then in a newspaper of general circulation in the Philippines, after sending such notice to each stockholder or member either by registered mail or by personal delivery at least thirty (30) days prior to said meeting. ..." The legal existence of the corporation is terminated only when a corporation is dissolved by legal authority or expires by limitation of existence or by forfeiture (Ballantine on Corporation, Rev. Ed. p. 709).Thus, the statutory provisions for voluntary dissolution must be followed in order to legally effect the dissolution of the corporation. It is a well established doctrine that a clear, unambiguous statute, as is obtaining under Section 118 as afore-quoted, must be literally construed, Accordingly, we should not delete something from it that the lawmakers did not themselves delete therefrom; neither may we read something into it that they did not themselves put therein. (Crawford, Statutory Construction, Sec. 174).Thus, while the procedure spelled out herein for voluntary dissolution where no creditors are affected is more or less summary in nature, still the prerequisite of publication obtains. (Balbin/Gloria, The Corporate Organization: New Dimensions, p. 120).In view thereof, our answer to your first query is in the affirmative. cdlex As regards your second query, the phrase "for three (3) consecutive weeks" means once a week for three (3) consecutive weeks. Please be advised accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner