Rules on revival of dormant corporations issued

Dormant corporations with mere lapses in reportorial requirements can now revive their registration and resume business under the new guidelines issued by the Securities and Exchange Commission (SEC).In a statement on Wednesday, the SEC said it had started accepting applications for the revival of expired corporations, pursuant to Republic Act No. 11232, or the Revised Corporation Code of the Philippines.

Under the guidelines, contained in SEC Memorandum Circular No. 23, an expired corporation whose certificate of registration had been suspended or revoked for nonfiling of reports may revive its existence, for as long as it would file the proper petition and settle the corresponding penalties.

An expired corporation whose corporate name had been validly reused by another existing corporation may also apply for a revival of corporate existence, but it should change its corporate name.

The guidelines will not apply to firms that had already been liquidated or dissolved, or those whose certificates of registration had been revoked for reasons other than nonfiling of reports.An expired corporation that had already availed itself of re-registration will not be eligible to use this new window, except when it is set to undergo voluntary dissolution or name change. ‍‍

At least a majority of the board of directors or trustees and of the outstanding capital stock or members, in the case of a nonstock corporation, must vote in favor of the revival of the expired corporation. A verified petition for revival must be submitted. —Doris Dumlao-Abadilla