In The Matter of The Voluntary Dissolution of Bancom Realty Corporation

[SEC-SICD * CASE NO. 3737. September 27, 1990.] IN THE MATTER OF THE VOLUNTARY DISSOLUTION OF BANCOM REALTY CORPORATION. REYNALDO J. GREGORIO, ET AL. , petitioners . D E C I S I O N This treats of the petition for voluntary dissolution of Bancom Realty Corporation, (BRC) alleging among others, that it was organized on November 25, 1974 for the purpose of engaging in the planning, developing and managing industrial and residential development projects; that on June 25, 1981, the BRC and the Land Bank of the Philippines (LBP) entered into a Memorandum of Agreement (MOA) whereby LBP acquired the controlling stocks of BRC as part of the financial assistance extended LBP to BRC to give the latter the opportunity to continue doing business as a business concern; that at the time of the take over by LBP, BRC was already financially depressed and moribund as a direct result/consequence of the Dewey Dee fiasco in the amount of P900 Million of the Bancom Development Corporation, BRC's flagship company; that in line with the undeclared policy of the government on privatization and per Memorandum dated May 9, 1988, the President of the Philippines, in accordance with the recommendation of the Department of Budget and Management (DBM) and the Committee on Privatization, approved BRC's consolidation with the Lumang Bayan Realty Development Corporation (LBRDC) "and likewise directed that steps be immediately taken to effect the dissolution of said corporation in compliance with the provisions of the Corporation Code of the Philippines. On June 20, 1988, LBP appealed to DBM to forego the merger with LBRDC citing that "with the dissolution and liquidation of BRC, there is no more need to merge BRC with Lumang Bayan Realty Development Corporation (LBRDC) which appeal was favorably accepted by DBM provided that "BRC will however still have to go through the normal process of liquidation in accordance with SEC requirement". On October 24, 1989, a stockholders meeting was called for the purpose of the dissolution of BRC in accordance with the Corporation Code which was approved by the stockholders representing two-thirds (2/3) of the outstanding capital stock. That there are valid claims and demands against BRC which are still being verified, that the remaining assets of the corporation are those enumerated/listed in the petition as Annex "G" The petition was heard on June 13, 1990. In compliance with the jurisdictional requirements, the corporation caused the publication of the Order dated April 5, 1990 in the April 27. May 14 and 11, 1990 issues of the Philippine Journal, a newspaper of general circulation printed and published in Port Area, Manila. We have considered the claim filed by the Landbank against the remaining assets of BRC. From the evidence, it was clearly established that the basic requirements needed for voluntary dissolution provided for by the statute, particularly Section 119 of the Corporation Code had 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 record, the Hearing Panel finds sufficient basis to warrant the dissolution of the corporation. Thus, we are now impelled by an extreme sense of urgency to give ample protection for the best interest not only of the corporation and stockholders but also the creditors. WHEREFORE, judgment is hereby rendered dissolving Bancom Realty 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 of the corporation. Further, the corporation is likewise directed to submit the BIR Tax Clearance within seven (7) days from receipt hereof. Let copy of the Decision be furnished the Records Division Administrative and Finance Department for inclusion in the corporate file. SO ORDERED. (SGD.) JOSEFINA L. PASAY-PAZ Hearing Officer (SGD.) ENRIQUE L. FLORES, JR. (SGD.) JOLLY Y. ESTRADA Hearing Officer Hearing Officer