SEC now allows revival of expired corporations
Published Dec 12, 2019 12:00 am
By James A. Loyola
The Securities and Exchange Commission (SEC) is now accepting applications for the revival of expired corporations or firms that have failed to extend their corporate lives.
Under the Guidelines on the Revival of Expired Corporations, an expired corporation whose certificate of registration has been suspended or revoked for non-filing of reports may revive its existence, provided it shall file the proper petition and settle the corresponding penalties.
An expired corporation whose corporate name has already been validly reused by another existing corporation may likewise apply for a revival of corporate existence, provided it shall change its corporate name.
However, the Guidelines shall not apply to corporations which have completed the liquidation of their assets or have been dissolved, as well as those whose certificates of registration have been revoked for reasons other than non-filing of reports.
An expired corporation may also not apply for revival of corporate existence when it has already availed of re-registration, except when the re-registered corporation has undertaken to undergo voluntary dissolution or change its corporate name.
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.
The expired corporation shall file with the SEC a verified petition for revival, which shall state that there is no intra-corporate controversy and that no third persons nor government agency will be prejudiced by its revival, among others.
If there has been a change in the composition of the stockholders or members, the petition must include a reconciliation of the changes from the corporation’s expiration to the stockholders’ or members’ approval of the revival.
Along with the petition, the expired corporation shall file copies of its certificate of incorporation, articles of incorporation, revived articles of incorporation showing the proposed changes in its corporate term, general information sheet and audited financial statements as of expiration, and other documentary requirements.
Under the Guidelines on the Revival of Expired Corporations, an expired corporation whose certificate of registration has been suspended or revoked for non-filing of reports may revive its existence, provided it shall file the proper petition and settle the corresponding penalties.
An expired corporation whose corporate name has already been validly reused by another existing corporation may likewise apply for a revival of corporate existence, provided it shall change its corporate name.
However, the Guidelines shall not apply to corporations which have completed the liquidation of their assets or have been dissolved, as well as those whose certificates of registration have been revoked for reasons other than non-filing of reports.
An expired corporation may also not apply for revival of corporate existence when it has already availed of re-registration, except when the re-registered corporation has undertaken to undergo voluntary dissolution or change its corporate name.
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.
The expired corporation shall file with the SEC a verified petition for revival, which shall state that there is no intra-corporate controversy and that no third persons nor government agency will be prejudiced by its revival, among others.
If there has been a change in the composition of the stockholders or members, the petition must include a reconciliation of the changes from the corporation’s expiration to the stockholders’ or members’ approval of the revival.
Along with the petition, the expired corporation shall file copies of its certificate of incorporation, articles of incorporation, revived articles of incorporation showing the proposed changes in its corporate term, general information sheet and audited financial statements as of expiration, and other documentary requirements.