Ms. Corazon Alma de Leon

December 1, 1992 Ms. Corazon Alma de Leon Department of Social Welfare and Development Batasan Pambansa Complex Constitution Hills, Quezon City M a d a m : This refers to your letter of October 23, 1992 requesting investigation on the alleged dissolution of Self-Employment Assistance (SEA) Foundation, Inc. and/or conversion thereof into Foundation For entrepreneurial Development, Inc. (FIDE, Inc.) LibLex A verification of the records of subject corporation on file with the Commission failed to show any document showing that it has been dissolved and/or converted into another corporation. A corporation cannot be legally dissolved, unless the dissolution is authorized by law or is afterwards accepted or approved by the State. This is based on the theory that since a corporation is a creature of the State, it can be dissolved only with the latter's approval. It is formed by complying with the formalities and conditions prescribed by law, and therefore, it shall also be dissolved by complying with the legal requirements for dissolution. The Corporation Code expressly provides that a corporation (stock or non-stock) may be dissolved by complying with any of the methods provided for under Sections 118, 119 and 120 thereof. The purpose of requiring compliance with the formalities for dissolution is to prevent it from giving rise to or perpetuating fraud. If a corporation fails to comply with the legal requirements for dissolution, the existence of the corporation is not in any way affected. It is the Securities and Exchange Commission which is empowered by law to determine whether or not all pertinent provisions of the law, rules and regulations have been complied with. Thus, unless dissolved in accordance with law, subject corporation is still considered existing. Should you feel you have a cause for action against the directors or officers of subject corporation, you may file a formal complaint with the Securities Investigation and Clearing Department of this Commission pursuant to P.D. 902-A, as amended. cdll Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman