The Securities and Exchange Commission is now accepting applications of expired corporations looking to revive their operations.
The body has already finalized the guidelines on how to revive expired corporations.
Based on the guidelines, suspension of a corporation’s certification of registration renders it expired.
It is also one whose certificate has been revoked for not filing the necessary reports.
The process of revival lies on the premise that the expired corporation will be filing the proper petition.
It also has to pay the associated penalties.
According to Phil Star, some expired corporations may find their corporate name already being validly reused by another existing organization.
In these cases, the expired corporation can still apply for revival.
This, only if it will change its corporate name to avoid conflicts.
Some corporations, however, may not apply for the revival of their existence.
Guidelines for Expired Corporations
These are those who already availed of re-registration unless the re-registered corporation has undertaken to go through specific processes.
It can first undertake to go through voluntary dissolution.
If not, it can also change its corporate name.
According to the Commission, there must be majority support for the revival.
At a minimum, a majority of the board of directors or trustees must vote in favor of the revival.
For non-stock corporations, the members should still vote in favor of reviving the corporation.
More Requirements to Observe
An expired corporation should also file a verified petition for revival with SEC.
This petition should make the statement that the company has no involvement in any intra-corporate controversy.
It should also contain the statement that no government agency will experience prejudice with this revival, among others.
The Commission puts forward that if the composition of the stockholders or members of the expired corporation already changed, the petition must contain statements of such.
Specifically, there must be a reconciliation of changes that transpired from the time of expiration to the time that stockholders or members approved of the revival.
Revival comes with responsibilities.
A successfully-revived corporation gets two years from the issuance of its certificate of revival to observe and comply with the Revised Corporation Code provisions.
Sec. 11 of the Revised Corporation Code covers the existence of revived corporations explicitly. This code presents the perpetual existence of corporations.
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