QuestionsQuestions (BUREAU OF CUSTOMS)
It provides guidelines on the use of corporate names of corporations with dissolved or revoked certificates of registration, including restrictions and requirements for re-registration using the same corporate name.
No. As a general rule, the name of a corporation or partnership that has been dissolved or whose registration has been revoked shall not be used by another corporation, except in meritorious cases as determined by the SEC En Banc.
It removed the prior time-based allowance (e.g., 3 years from approval of dissolution or 6 years from revocation) and replaced it with a more restrictive rule requiring SEC En Banc determination of 'meritorious cases,' plus clarified requirements for re-registration.
Only expired corporations may apply for re-registration using the same corporate name.
The re-registration must be approved by (1) a majority vote of the directors/trustees and (2) the vote of the stockholders/members representing a majority of the outstanding capital stock/membership.
The Board Resolution must be executed and signed under oath by the hold-over board/trustees of the expired corporation and must attest that: (a) the applicant is a new corporation intending to use the expired corporation’s name (with specific identification), (b) the re-registration is approved by the required majority votes of directors/trustees and stockholders/members, and (c) the Articles of Incorporation will include a statement that the new corporation is using the name of the expired corporation.
The latest General Information Sheet (GIS) of the expired/dissolved/revoked corporation, stamped “received” by the SEC, to verify the corporation’s latest registered information.
It must attest, under oath, to: (a) there are no properties due for liquidation (or, if there are properties, none will be transferred/used for subscription payment without liquidation), (b) there is no pending intra-corporate dispute or claim involving the expired corporation, and (c) the expired corporation has no derogatory information with the SEC at the time of application.
To prevent circumvention of liquidation and ensure that assets of the expired/dissolved/revoked corporation are not transferred or used for subscription payment without undergoing proper corporate liquidation processes.
The hold-over corporate secretary’s affidavit must attest that there is no pending intra-corporate dispute or claim involving the expired corporation at the time of application.
It requires an attestation that the expired corporation has no adverse/negative record or issues with the SEC at the time the application for re-registration is filed.
The new certificate will indicate the new SEC registration number and the pre-generated TIN as confirmation that it is a separate and distinct entity from the expired corporation.
Yes. The guidelines require that the Articles of Incorporation include a statement that the new corporation is using the name of the expired corporation.
It took effect immediately upon issuance/approval, dated June 2, 2015 (as stated in the circular).
It states that the foregoing provisions with the pertinent amendments effectively supersede Memorandum Circular No. 17, series of 2013.
It indicates that even though dissolved/revoked names generally cannot be used, the SEC En Banc may allow such use in exceptional situations where justification and circumstances warrant it.