Question & AnswerQ&A (SEC Memorandum Circular No. 6)
The name of a corporation or partnership that has been dissolved shall not be used by another corporation or partnership within three years from the approval of the dissolution, unless permitted by the stockholders, members, or partners representing the majority of the outstanding capital stock or membership.
The name of a corporation or partnership whose registration has been revoked shall not be used by another corporation or partnership within six years from the date of revocation, unless permitted by the majority of the stockholders, members, or partners.
The use must be allowed by the stockholders, members, or partners who represent a majority of the outstanding capital stock or membership. Additionally, there must be a board resolution by the hold-over board, submission of the latest General Information Sheet, and an affidavit concerning property and liquidation status.
1) Board Resolution executed and signed under oath by the hold-over board of directors/trustees; 2) Latest General Information Sheet stamped received by the Commission; 3) Affidavit by the hold-over corporate secretary regarding property status and liquidation.
It must attest that the applicant is a new corporation intending to use the name of the dissolved or revoked corporation, that the re-registration was approved by majority of directors/trustees and stockholders, that a statement is included in the articles of incorporation about using the former name, and if applicable, they will not file a petition to set aside the revocation order.
The affidavit must attest that there are no properties owned by the dissolved or revoked corporation due for liquidation or that no property has been transferred to the new corporation or used for subscription payment without undergoing liquidation.
Only in meritorious cases as determined by the Commission En Banc, and only expired corporations may apply for re-registration using the same corporate name subject to strict documentation requirements.
The affidavit must additionally attest that there is no pending intra-corporate dispute or claim involving the expired corporation and that the corporation has no derogatory information with the Commission at the time of application.
The amendments took effect immediately from June 2, 2015.