Jose Sabater vs. The U.P. Alumni Association, et al.

[SEC-SICD * CASE NO. 1762. August 24, 1981.] JOSE SABATER , petitioner , vs . THE U.P. ALUMNI ASSOCIATION, ET AL. , respondents . O R D E R Submitted for resolution by this Commission is respondent's Motion to Dismiss, petitioner's opposition thereto, as well as a rejoinder to the opposition. llcd Respondents, in their Motion to Dismiss, relied on the following grounds: 1. The Honorable Commission has not acquired jurisdiction over the persons of respondents; 2. Assuming arguendo the jurisdiction of this Honorable Commission, the remedy to oust directors in a corporation is to file quo warranto proceedings; 3. Whether or not the right remedy is to file quo warranto proceedings or to file a petition for annulment of election, the petition should be dismissed for failure to include indispensable parties and for impleading improper parties; 4. The petitioner does not aver the law under which the petition is based; 5. The petitioner lacks the standing and the interest to file the petition. After going its records on file with this Commission, it is noted that the UP Alumni Association (formerly Alumni Association of the University of the Phils.) was incorporated as a non-stock corporation sometime in 1925, to exist for a term of fifty (50) years. There is no showing therein that its term has been extended by subsequent amendment of its Articles of Incorporation. Accordingly, the corporation has been dissolved ipso facto and it ceased to exist after 1975. It is well settled that "the general rule is that there is no de facto corporation after the final period of corporate existence has expired at any event where there is no certificate of renewal nor any bona fide attempt in regard thereto. A corporation is dissolved and ceases to exist when its charter expires, unless there is some statutory provision to the contrary, since there is no longer any law under which it can exist, and therefore, it cannot, after expiration of its charter, be a corporation either de jure or de facto; and thereafter its right to exercise corporate powers, including the right to sue as a corporation, may be questioned collaterally." (Vol. 8, Fletcher, Cyclopedia of the Law of Private Corporation pp. 155-156). Likewise, it cannot sue or be sued except for the purpose of winding up and settling its affairs. Moreover, in a pertinent case decided by the Court of Appeals, entitled Catholic Women's League of the Philippines, Inc., vs. Securities and Exchange Commission, et al., ( CA-G.R. 46190-R) the Court has ruled that the SEC has no jurisdiction to investigate the directors and officers of the Catholic Women's League of the Philippines, Inc. (CWL), considering that the corporation has been legally dissolved, thus its officers and agents also ceased to exist and became powerless to act on behalf of the corporation except in the matter of winding up or settling its affairs. (citing Sec. 8117, Fletcher, Cycl. of Corporation, Vol. 16). WHEREFORE, based on the foregoing, respondents' motion to dismiss is hereby GRANTED and accordingly, the above-entitled case is hereby DISMISSED for lack of jurisdiction. SO ORDERED. (SGD.) ALFREDO B. OCA Hearing Officer