G.R. No. 183161 - Office of the Ombudsman vs. Mallari

First Philippine Holdings Corporation is a domestic stock corporation registered with the SEC on June 30, 1961 with Registration Number 19073.
Its initial corporate term was set to expire on June 30, 2011.
The corporation sought to extend its term by amending its Articles of Incorporation, specifically Article IV, which provided for an extension of 50 years after the expiration of the original term.

On June 21, 2007, the amendment was executed and the SEC assessed a filing fee for the extension of the corporate term.
The fee calculation was based on SEC Memorandum Circular No. 9, Series of 2004, which required a filing fee amounting to 1/5 of 1% of the authorized capital stock, with a minimum of P2,000.00.
Given petitioner’s authorized capital stock of P12,100,000,000.00, the assessed fee amounted to approximately P24,000,000.00 (with some documents mentioning P24,200,000.00).
In sharp contrast to previous circulars (e.g., SEC M.C. No. 2, S. 1994), where fees were substantially lower (around P200.00), petitioner expressed surprise and dismay at the exorbitant fee.

Despite its objection to the fee’s reasonableness, petitioner paid the fee under protest and filed a letter contesting the excessive amount.
Petitioner's Position Paper, filed on October 2, 2007, challenged the basis of SEC M.C. No. 9, S. 2004, arguing that its fee formula was neither reasonably necessary nor justified by law.
The ensuing administrative process involved several communications including:

A docket fee payment on January 21, 2009, followed by an issued order for a reply within 10 days from the CRMD.
Petitioner's delay and eventual filing of a Reply Memorandum on March 31, 2009, which reiterated its previous objections.

The SEC en banc, in its October 13, 2011 decision, upheld the authority of the SEC to prescribe fees based on its regulatory functions.
The SEC argued that the fee was not merely for processing but was a license fee covering the cost of continued regulatory supervision for the next 50 years.
On September 28, 2012, the CA dismissed petitioner’s petition for review and affirmed the SEC’s fee imposition; a motion for reconsideration was denied on March 25, 2013.
Subsequently, petitioner elevated the matter via a Petition under Rule 45, challenging both the fee’s imposition and its amount as arbitrary and unreasonable.

Whether the SEC is authorized to promulgate rules and regulations prescribing filing fees for corporate acts such as the extension of a corporate term.
Whether the statutory and regulatory framework (including R.A. 944, R.A. 3531, and the Corporation Code) supports the SEC’s power to set such fees.

Whether the fee of approximately P24,000,000.00 imposed for the amendment to extend the corporate term is reasonable, just, and proportionate to the regulatory costs involved.
Whether the fee, due to its cap-less formula and exorbitant amount, amounts to an oppressive, confiscatory imposition that violates due process.