In Re: Petition For Dissolution of Hotel Development Corporation

[SEC-SICD * CASE NO. 10-97-5786. April 28, 1998.] IN RE: PETITION FOR DISSOLUTION OF HOTEL DEVELOPMENT CORPORATION, MARIETTO A. ENECIO , petitioner . D E C I S I O N This treats of the petition for the voluntary dissolution of the Hotel Development Corporation (HDC) filed by Marietto A. Enecio, in his official capacity as the duly appointed treasurer of said corporation, alleging among others that; HDC is an entity duly organized conformably with Development Bank of the Philippines Resolution No. 3658 dated November 24, 1982, for the purpose of acting as a management subsidiary of the bank's foreclosed hotel properties; that it was duly registered with the Securities and Exchange Commission (SEC) on December 13, 1982 for which it was issued registration No. 0108822; that HDC managed successfully the operations of DBP hotels, and subsequently, however, all the said hotels, as acquired assets were eventually disposed or sold, leaving HDC with no hotel whatsoever to. operate and manage; that realizing the futility of HDC's continuance and existence as a separate corporate body. Her Excellency, then President Corazon C. Aquino through Memorandum dated May 09, 1988, directed its dissolution in compliance with the provisions of the Corporation Code; hence, the Board of Directors of HDC on May 09, 1988 approved its dissolution, effective October 31, 1988, that since then to date, HDC has not operated or managed any hotel for more than five years, thus the petition for, its dissolution, and lastly, that HDC; has no creditors, actual or contingent, as may be gleaned from the Audit Report prepared by the Commission On Audit (COA). cdll Upon order of this Hearing Officer in compliance with the jurisdictional requirements, the Corporation caused the publication of the Order dated October 29, 1997 in the November 07, 14 and 21, 1997 issues of Remate Tonight, a newspaper of general circulation printed and published in Manila, Philippines, and a similar copy was posted in three (3) public places for three (3) consecutive weeks. From the evidence, it was clearly established that the basic requirements needed for the voluntary dissolution provided for by statute, particularly Section 119 of the Corporation Code have been complied with. The statute, it will be noted, imposes no condition upon the power 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. From the facts narrated in the petition and the evidence on the record, this Hearing Officer finds sufficient basis to warrant the dissolution of the Corporation. WHEREFORE, judgment is hereby rendered dissolving Hotel Development Corporation (HDC) pursuant to Section 119 of the Corporation Code. Accordingly, the petitioner corporation is hereby directed to appoint 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 this Decision be furnished the Records Division, Administrative and Finance Department of this Office for inclusion in the corporate file. SO ORDERED. (SGD.) JULIETO F FABRERO Hearing Officer