Case Digest (G.R. No. 206673)
Facts:
First Philippine Holdings Corporation v. Securities and Exchange Commission, G.R. No. 206673, July 28, 2020, First Division, Caguioa, J., writing for the Court. Petitioner First Philippine Holdings Corporation (FPHC) is a domestic stock corporation whose original corporate term was to expire on 30 June 2011. In 2007 the board approved and the shareholders ratified amendments to the Articles of Incorporation, including an amendment extending the corporate term by fifty years; FPHC filed the amended Articles with the Securities and Exchange Commission (SEC) on 21 June 2007.Upon filing, the SEC’s Company Registration and Monitoring Department (CRMD) assessed and FPHC paid under protest a filing fee of P24,200,000.00 computed under SEC Memorandum Circular No. 9, Series of 2004 (SEC M.C. No. 9, s. 2004), which prescribes 1/5 of 1% of authorized capital stock for an extension of corporate term (but not less than P2,000). By letter dated 20 June 2007 and a Position Paper dated 2 October 2007, FPHC questioned the reasonableness of the fee, noting prior circulars imposed much smaller amounts, and sought reduction and refund.
CRMD treated FPHC’s position as an appeal; the SEC en banc, in an October 13, 2011 Decision, upheld the SEC’s authority to promulgate the fee schedule and sustained the fee as a permissible regulatory/license fee tied to long‑term monitoring obligations. FPHC then filed a petition for review with the Court of Appeals (CA). In its September 28, 2012 Resolution the CA, Second Division, dismissed the petition and affirmed the SEC’s authority and the reasonableness of the fee; its March 25, 2013 Resolution denied reconsideration. FPHC filed a petition for r...(Subscriber-Only)
Issues:
- Was the SEC authorized to prescribe the rates for incorporation and other fees?
- Was the filing fee for the extension of corporate term (computed at P24,000,000.00 under SEC M.C. No. 9, s. 2004) unreasonable, patently oppressive, o...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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