Petition for Voluntary Dissolution of Modernmix Interiors Unlimited, Inc.

[SEC-SICD * CASE NO. 04-98-5951. November 18, 1999.] PETITION FOR VOLUNTARY DISSOLUTION OF MODERNMIX INTERIORS UNLIMITED, INC. MA. THERESA A. STAUB, LEO C. AYAG , petitioners . D E C I S I O N This is a petition for voluntary dissolution of Modernmix Interiors Unlimited, Inc.,("Modernmix") filed by Ma. Theresa A. Staub and Leo C. Ayag, stockholders and Directors of Modernmix Interiors Unlimited, Inc. The petition alleges among others that: "Modernmix" is a corporation duly organized and existing under Philippine Laws; it has an authorized capital stock of Three Hundred Thousand Pesos (P300,000.00) divided into sixty (60) shares with a par value Five Thousand Pesos (P5,000.00) each of which seventy five thousand (P75,000.00) worth of shares have been subscribed and fully paid; on September 27, 1999, a special meeting was called where 65,000 shares or 86.6% of the corporation's outstanding capital stock were represented and during which meeting it was unanimously approved that petitioner corporation be dissolved. Subsequent to the adoption of the said resolution, the corporation ceased its operations on October 5, 1995. Acting on the petition the Commission issued an order on April 21, 1998 directing the creditors of the corporation to file their opposition or objection thereto within 45 days from date of the Order, and further directing the publication of the Order at the expense of the petitioner. In compliance with the aforesaid Order, petitioners caused the publication of the Order dated April 21, 1998 in the May 6, 13, and 20, 1998 issues of TODAY, a newspaper of general circulation printed, and published in Manila, Philippines (Exhibit "B","B-2") and a similar copy was posted in three (3) public places for three (3) consecutive weeks (Exh C). LLjur From the records of the case, it appears that there is no objection/opposition to the petition. Oppositor Rosela De Ocampo, who was the Treasurer of the corporation participated in the proceedings and manifested in open session that she had no objection to the petition. The evidence presented clearly showed compliance with the basic requirements for dissolution as provided for particularly in Section 119 of the Corporation Code of the Philippines, which provides: "SECTION 119. Voluntary Dissolution where creditors are affected . Where the dissolution of a corporation may prejudice the rights of any creditor, a petition for dissolution of a corporation shall be filed with the Securities and Exchange Commission. The petition shall be signed by a majority of its board of directors or trustees or other officers having the management of affairs, verified by its president or one of its officers, directors or trustees, and shall set forth all claims and demands against it, and that its dissolution was resolved upon by the affirmative vote of the stockholders representing at least two thirds (2/3) of the outstanding capital stock or by at least two-third (2/3) of the members. at a meeting of its stockholders or members called for that purpose. If the petition is sufficient in form and substance, the Commission, by an order reciting the purpose of the petition, shall fix a date on or before which objections thereto may be filed by any person, which date shall not be less than thirty (30) days nor more than sixty days (60) after the entry of the order. Before such date, a copy of the order shall be published at least once a week for three (3) consecutive weeks in a newspaper of general circulation published in the municipality or city where the principal office of the corporation is situated, or if there be no such newspaper, then in a newspaper of general circulation in the Philippines, and a similar copy shall be posted for three (3) consecutive weeks in three (3) public places in such municipality or city. Upon five (5) days notice, given after the date on which the right to file objections as fixed in the order has expired, the Commission shall proceed to hear the petition and try any issue made by objections filed; and if no such objection is sufficient, and the material allegations of the petition and directing such disposition of its assets as justice requires, and may appoint a receiver to collect such assets and pay the debts of corporation". The petition was found to be sufficient in form and substance, the same having been signed by petitioner Staub, President of the corporation, who as such is authorized under the aforestated provision of the Corporation Code to sign and verify the instant petition; the dissolution of the corporation was resolved upon by the stockholders representing at least two-thirds of the outstanding capital stock (Exh "X"); the jurisdictional requirement of publication posting and notice to creditors have likewise been complied with; (Exh. B, C; D; D-2; E; E-1; F; F-1; G; G-1; H; H-1; I; I-1) and finally, despite due notice, no objection to the petition was filed. Based on the foregoing and upon a finding that the material allegations in the petition are true, the Commission finds sufficient basis to warrant the dissolution of the corporation. WHEREFORE, judgment is hereby rendered dissolving Modernmix Interiors Unlimited, Inc., pursuant to Sec. 119 of the Corporation Code. Accordingly, petitioner corporation is hereby directed to appoint a receiver to collect such assets and pay the debts, if any, of the corporation. Petitioner is also hereby directed to submit the BIR tax clearance within ten (10) days from receipt hereof Let a copy of the decision be furnished the Records Division, Administrative and Finance Department of this Office for inclusion in the corporate file. HATEDC SO ORDERED. (SGD.) MYLA GLORIA A. AMBOY Hearing Officer