Title
Source: Supreme Court
Use of Corporate Names of Dissolved Corporations
Law
Sec Memorandum Circular No. 6
Decision Date
Jun 2, 2015
The Philippine SEC has issued guidelines on the use of corporate names of dissolved and revoked corporations, stating that another corporation can only use the name if approved by the majority of stockholders and if certain documents are submitted for re-registration. The amendment supersedes previous guidelines and was approved on June 2, 2015.

Law Summary

Requirements for Application of Re-Registration Using Dissolved or Revoked Corporation Names

  • Applications for re-registration must include:
    1. Board Resolution executed by the hold-over board of directors/trustees attesting:
      • The applicant is a new corporation intending to use the dissolved/revoked corporation's name.
      • Approval of re-registration by majority vote of directors/trustees and stockholders/members holding majority capital stock.
      • Inclusion of a statement in the new articles of incorporation indicating the use of the dissolved/revoked corporation's name.
      • Waiver of any petition to set aside the order of revocation (if applicable).
    2. Latest General Information Sheet of the dissolved or revoked corporation, stamped received by the Commission.
    3. Affidavit by the hold-over corporate secretary affirming:
      • No properties of the dissolved/revoked corporation are pending liquidation, or
      • No transfer or use of properties to the new corporation without proper liquidation.

Characteristics of the Newly Registered Corporation

  • The new certificate of registration will indicate a new SEC registration number.
  • A pre-generated Tax Identification Number (TIN) will be issued.
  • This serves to confirm the new corporation is distinct and separate from the dissolved or revoked predecessor.

Amendment: Restrictions and Conditions Specific to Expired Corporations

  • Names of corporations with expired status (distinct from dissolution or revocation) may be reused only with meritorious cause as determined by the SEC En Banc.
  • Applications must be accompanied by:
    1. Board Resolution executed by the hold-over board endorsing the re-registration and use of the expired corporation's name.
    2. Latest General Information Sheet stamped by the Commission.
    3. Affidavit affirming:
      • No properties needing liquidation or improper transfer/use of such properties.
      • Absence of pending intra-corporate disputes or claims.
      • No derogatory information or records against the expired corporation at application time.

General Provisions and Effects of Amendment

  • The amendment supersedes the prior Memorandum Circular No. 17, series of 2013.
  • Re-registration applications without the required supporting documents shall not be processed.
  • The certificate of registration for re-registered expired corporations will similarly indicate a new SEC registration number and distinct TIN.
  • The amendment took effect immediately as of June 2, 2015.

Legal Authority and Adoption

  • The amended guidelines were adopted by the SEC En Banc on June 2, 2015.
  • The Chairperson of the SEC, Teresita J. Herbosa, endorsed the circular in Mandaluyong City, Philippines.

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