In Re: Petition For Voluntary Dissolution of Grande Island Resort Corporation

[SEC-SICD * CASE NO. 05-97-5641. July 10, 1998.] IN RE: PETITION FOR VOLUNTARY DISSOLUTION OF GRANDE ISLAND RESORT CORPORATION THE MEMBERS OF THE BOARD OF DIRECTORS OF GRANDE ISLAND RESORT CORPORATION , petitioners . D E C I S I O N This treats of the petition for voluntary dissolution of Grande Island Resort Corporation filed by members of the Board of directors of said Corporation alleging, among others that; Grande Island Resort Corporation duly organized and existing under the laws of the Republic of the Philippines; that on September 26, 1996, the petitioners called for a special meeting of the stockholders of the corporation for the purpose of securing the consent of the stockholders to the voluntary dissolution of the Corporation pursuant to Section 119 of the Corporation Code, notice of which were sent to stockholders at least fifteen (15) days prior to the said meeting; that during the said meeting in which 17,500 shares of stock out of the 20,000 shares of capital stock of the Corporation or 87.5% were represented, it was unanimously approved that petitioner corporation be dissolved and that petitioners submitted therewith the present assets of the Corporation (Annex "D") and the list of Creditors (Annex "E"): Upon order of this Hearing Officer in compliance with the jurisdictional requirements, the Corporation caused the publication of the Order dated May 06, 1997 in the May 16, 23, and 30, 1997 issues of TODAY, a newspaper of general circulation ( printed and published in Manila. Philippines, and a similar copy was posted in three (3) public places for three consecutive weeks. The required publication and service of the petition to creditors have been made but no opposition/objection has been made by the creditors as of date. From the evidence, it was clearly established that the basic requirements needed for the voluntary dissolution provided for by the statute, particularly, Section 119 of the Corporation Code have been complied with. The statute, it will be noted imposes no condition upon the powers of the holders of two thirds (2/3) of the outstanding capital stock to dissolve the Corporation. Jurisprudence is replete with rulings to the effect that some sufficient grounds must exist before the courts will declare the forfeiture of a corporate charter. dctai From the facts narrated in the petition and the evidence on record, this Hearing Officer finds sufficient basis to warrant the dissolution of the Corporation. WHEREFORE, judgment is hereby rendered dissolving Grande Island Resort Corporation pursuant to Section 119 of the Corporation Code. Accordingly, the Petitioner corporation is hereby directed to appoint a Receiver to collect such assets and pay the debts, if any of the Corporation. Further, the Corporation is likewise directed to submit the BIR Tax Clearance within ten (10) days from receipt hereof. Let copy of the Decision be furnished the Records Division, Administrative and Finance Department of this Office for inclusion in the corporate file. prLL SO ORDERED. (SGD.) JULIETO F. FABRERO Hearing Officer