In re St. Francis Medical Center, Inc.

[SEC-SICD * CASE NO. 12-93-4647. June 6, 1994.] IN THE MATTER OF THE PETITION FOR VOLUNTARY DISSOLUTION OF THE ST. FRANCIS MEDICAL CENTER, INC., PURSUANT TO SECTION 119 OF THE CORPORATION CODE OF THE PHILIPPINES ST. FRANCIS MEDICAL CENTER, INC. , petitioner . D E C I S I O N This is a petition for voluntary dissolution pursuant to Section 119 of the Corporation Code of the Philippines filed by St. Francis Medical Center, Inc. Petitioner, in its subject petition, alleges that it is a corporation duly organized and existing under the laws of the Philippines with principal office and place of business at San Fernando, Pampanga. Its authorized capital stock is One Million Philippine Pesos (P1,000,000.00), divided into Ten Thousand (10,000) shares with par value of One Hundred Pesos (P100.00) per share. At the special meeting of the board of directors on February 23, 1993, it was resolved that the corporation be voluntarily dissolved pursuant to Section 119 of the Corporation Code and to submit the matter of the voluntary dissolution to the stockholders entitled to vote in respect thereof and, if approved, to file the necessary petition thereof with this Commission. Thereafter, in the special meeting of the stockholders on February 23, 1993 called for the purpose, among others, of submitting the matter of the voluntary dissolution of the corporation pursuant to Section 119 of the Corporation Code, the aforesaid voluntary dissolution of the corporation pursuant to Section 119 of the Corporation Code, was resolved and approved by the affirmative vote of the stockholders representing at least two thirds (2/3) of the outstanding capital stock of the corporation. The present claims and demands against the corporation, as of June 30, 1993 amount to Five Million Eight Hundred Sixty Three Thousand Seven Hundred Seventeen Pesos and Ninety Five Centavos (P5,863,717.95), consisting of the following: Loans payable (Rural Bank of Sta. Rita, Inc., Sta. Rita, Pampanga) P3,800,000.00 Due to SFMC Officers 970,217.95 Accrued Salaries Payable 1,093,500.00 ___________ P5,863,717.95 Petitioner prayed that upon prior publication of notice as required by law and after due hearing on the petition, this Commission adjudge and declare the corporation dissolved and that the board of directors of the corporation be designated liquidators to take charge of the winding up of the affairs of the corporation. TDCaSE Petitioner presented proofs of its compliance with jurisdictional requirements and thereafter presented as witness its President and Chairman of the Board, Dr. Ramon Panlilio, who testified that the petitioner corporation was organized in October 1973 when, after filing its Articles of Incorporation and By Laws for approval by the SEC, the SEC issued a Certificate of Registration of its Articles of Incorporation and by-laws. Its authorized capital stock is One Million (P1,000,000.00) Pesos which is fully subscribed by the seven (7) members of the board of directors and at the same time stockholders of the corporation. Immediately after the incorporation of the petitioner, its stockholders started to build the hospital building. The hospital building was completed on August 23, 1975 and from then on the petitioner started its operation. As time goes by, the petitioner incurred financial reverses in which it was not able to recover until February 23, 1993 during which the Board of Directors and stockholders hold a joint special meeting and by a unanimous vote, decided to dissolve the corporation pursuant to Section 119 of the Corporation Code. The petitioner starts closing its doors to the public on April 15, 1993. Right after its Board of Directors and stockholders have decided for its dissolution and cessation of operation, the board of directors sent notices to its members, different government entities like Medicare, SEC, Department of Labor, BIR, Hospital Licensure, Hospital Associations, its creditors and all other entities dealing with it about its decision to cease operation and it raises money by obtaining a loan with the Rural Bank of Sta. Rita in the amount of P5,000,000.00, to liquidate its financial obligations like separation pay of its workers and unpaid indebtedness. It notified the Department of Labor of the termination of the services of its employees due to the cessation of its operation and that its employees were paid of their corresponding benefits up to April 15, 1993. Its liabilities were already paid in full except the P5,000,000.00 bank loan which is secured by real estate mortgage. Due to the losing position of the petitioner, its officer were not paid of their salaries and instead had to infuse additional amount by loaning to it. There are no opposition filed to or neither were their persons who opposed this petition. Considering that there is no opposition filed against this instant petition and the fact that petitioner herein had not only complied with the jurisdictional requirements but also was able to establish the material allegations of the petition, this Hearing Officer has no alternative but to grant this instant petition. prLL Accordingly, judgment is hereby rendered dissolving St. Francis Medical Center, Inc. pursuant to Section 119 of the Corporation Code. As prayed for, Drs. Ramon Panlilio, Candido L. Canda, Erlinda Lansangan, Euprosina Maldia ,Tita D. Magtoto and Mrs. Shirley Panlilio, members of the board of directors of the petitioner corporation, are hereby appointed liquidators to take charge of the winding up of the affairs of the corporation, payment of its debts and the distribution of its assets among the shareholders. Let copy of this Decision be furnished the Records Division of the Administrative and Finance Department, this Commission for inclusion in the corporate file of the petitioner corporation. SO ORDERED. (SGD.) ROGELIO C. SESCON Hearing Officer