G.R. No. 257427 - Robes vs. Commission on Elections

PICOP Resources, Inc.’s Application for Amendment of Articles of Incorporation

On March 26, 2002, PICOP Resources, Inc. (PICOP) filed an application with the Securities and Exchange Commission (SEC) to amend its Articles of Incorporation (AOI) so as to extend its corporate existence for another fifty (50) years.
PICOP initially paid a filing fee of ₱210.00 based on SEC Memorandum Circular No. 2, Series of 1994.
Soon after, the SEC informed PICOP that the appropriate fee should have been ₱12 million, computed as 1/5 of 1% of its authorized capital stock of ₱6 billion.

PICOP sought clarification and a reduction in the filing fee amount, resulting in several exchanges of correspondence with the SEC.
Through Director Benito A. Cataran of the Company Registration and Monitoring Department, the SEC justified the ₱12-million assessment on the basis of Republic Act (RA) No. 3531, which provided that when an amendment involves extending corporate existence, the SEC may impose the same fees as for an original filing.
PICOP elevated the matter to the SEC En Banc, requesting that the fee be reduced from ₱12 million to ₱210.00.

The SEC En Banc, via Commissioner Jesus E.G. Martinez, denied PICOP’s reduction request initially, but later reduced the filing fee to ₱6 million by comparing the formula from the earlier SEC Circular Series of 1986 (which prescribed 1/10 of 1% of the authorized capital stock) with the revised computation.
PICOP then moved for reconsideration, arguing that RA No. 3531 had been repealed by the Corporation Code of 1980 and Presidential Decree 902-A, and that SEC Memorandum Circular No. 1, Series of 1986 (the 1986 Circular) specifically provides for the filing fee applicable to amended AOI for extending the corporate existence.
The SEC En Banc denied the reconsideration, reverting to the ₱12-million assessment.

On August 12, 2002, PICOP paid, under protest, an amount of ₱11,999,790.00, in addition to the initial ₱210.00.
PICOP filed another motion for reconsideration, which was again denied by SEC Chairperson Lilia R. Bautista.
Dissatisfied with the SEC’s actions, PICOP appealed the matter to the Office of the President (OP), raising two main issues:

Whether the OP had jurisdiction to entertain the appeal.
What the correct filing fee should be for the amendment—asserting that it should be ₱100,000.00 pursuant to the 1986 Circular.

On September 22, 2003, the OP granted PICOP’s appeal and set aside the SEC’s August 15, 2002, Order, declaring that the applicable fee is ₱100,000.00 based on SEC Memorandum Circular No. 1, Series of 1986.
The OP also maintained that, notwithstanding Executive Order No. 192 (which transferred administrative supervision of the SEC to the Department of Finance), its appellate jurisdiction over the SEC remained intact.

The SEC filed a motion for extension to file a petition for review under Rule 43 of the Revised Rules of Court.
On May 3, 2004, the CA denied the motion for extension on procedural grounds, noting that only one motion for reconsideration is allowed under the Rules.
The SEC then filed a second motion for reconsideration, which it later argued should toll the running of the appeal period.
The CA further clarified that filing a second motion for reconsideration—a prohibited pleading—could not affect the computation of the appeal period.
The CA ultimately ruled against the SEC’s petition for review, emphasizing the strict application of the rules on reconsideration and appeal period computation.

Whether the Office of the President had the jurisdiction to review and set aside the SEC’s order imposing the ₱12-million filing fee rather than the fee prescribed in the 1986 Circular.
Whether the correct filing fee for the amendment of PICOP’s AOI, for extending its corporate existence, should be ₱100,000.00 as provided by the 1986 Circular rather than the higher fee assessed by the SEC.

Procedural Implications of Filing a Prohibited Second Motion for Reconsideration

Whether the filing of a second motion for reconsideration by the SEC could toll or suspend the running of the appeal period under Rule 43 of the Revised Rules of Court and Section 7 of Administrative Order No. 18.
Whether the computation of the appeal period based on the denial of the first (and only allowable) motion for reconsideration was correct, despite the SEC’s subsequent prohibited pleading.

Whether the CA erred in issuing its resolution denying the SEC’s motion for extension and petition for review.
Whether the CA erred in finding no prima facie error in the OP’s determination regarding the filing fee and in its rejection of the SEC’s subsequent motions for reconsideration.