Adelaida R. Magsaysay vs. G F M Printing House, Inc.

[SEC-SICD * CASE NO. 1776. February 15, 1989.] ADELAIDA R. MAGSAYSAY , petitioner , vs .G F M PRINTING HOUSE, INC. , respondent . D E C I S I O N This is a petition for the dissolution of the respondent corporation or for the revocation of its certificate of registration, allegedly because the said corporation is in truth, one hundred percent (100%) owned by the late Genaro F. Magsaysay, as the four (4) other incorporators are his employees and were just made incorporators to comply with the requirements of the law, their subscriptions having been paid by Genaro F. Magsaysay; that the corporation has not transacted business from its organization up to the demise of Magsaysay; that the corporation has not submitted the required papers/documents with the Commission, notwithstanding demands to do so. LibLex Respondent failed to answer; hence was declared in default. Based on the evidence presented by the petitioner and the records of this Commission, there are only five (5) incorporators, namely: Genaro F. Magsaysay, as President and Chairman of the Board of Directors, who practically owned all the shares of stock; Paraluman Morales, as Vice-President and Treasurer; Luis F. Aquino, as Treasurer; Pedro Antonio and Mario de Leon. Upon the death of Genaro F. Magsaysay, the remaining incorporators went their separate ways and except for Paraluman Morales, the whereabouts of the others are unknown. On the prayer for the dissolution of the corporation, Sec. 1, Rule 104 of the Revised Rules of Court provides for the procedure in dissolving corporations when it provided: "SECTION 1. " Where, by whom and on what showing application made . A petition for dissolution of a corporation shall be filed in the Court of First Instance of the province where the principal office of the corporation is situated. The petition shall be signed by a majority of its board of directors or other officers having the management of its affairs, verified by its president or secretary or one of its directors, and shall set forth all claims and demands against it, and that its dissolution was resolved upon by a majority of the members, or, if a stock corporation, by the affirmative vote of the stockholders holding and representing two-thirds (2/3) of all shares of stock issued or subscribed, at a meeting of its members or stockholders called for that purpose." prLL From the aforequoted provision, it is quite clear that the same could not be availed of, as the whereabouts of the three (3) of the five (5) incorporators are unknown. On the alternative prayer for the revocation of the certificate of registration of the corporation, Section 6, par. a, of Presidential Decree No. 902-A, provides for the grounds, among which is (6) Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period. Records show that the corporation has not submitted: 1) the General Information Sheet from 1978 to the present; 2) Minutes of Meeting of Stockholders from 1978 to the present and; 3) Minutes of the meeting of the Board of Directors from 1978 to the present. The failure to submit the said requirements notwithstanding letters from the Commission is understandable. According to Paraluman Morales, the only available incorporator who testified, the subscription of all incorporators were paid by the late Genaro F. Magsaysay; that no transaction was conducted by the corporation; that she was not aware of any meeting conducted by the Board of Directors; and that she and the other incorporators were just employees of the late Genaro F. Magsaysay. IN VIEW OF ALL THE FOREGOING, judgment is hereby rendered revoking/cancelling the Certificate of Registration of G F M Printing House, Inc. Let copy of this Order be furnished the Corporate and Legal Department. No pronouncement as to cost. SO ORDERED. (SGD.) ANTERO F.L. VILLAFLOR, JR. Hearing Officer