Posted on September 27, 2013 08:32:33
PM [ BusinessWorld Online ]
THE SECURITIES and Exchange Commission
(SEC) has tightened rules for re-registration of names of dissolved
corporations or those with revoked registration, imposing more requirements
before applicants can use such names again.
"The commission en ban, in its
meeting on Sept. 12, 2013, resolved to approve amendments to Sec. 15 of SEC
Memorandum Circular 5, series of 2008, also known as the Guidelines and
Procedures on the Use of Corporate and Partnership Names," according to
SEC Memorandum Circular No. 17-2013, dated Sept. 25 and published on Friday.
Under old rules, the name of defunct
corporations cannot be used by another firm within "three years from
approval of dissolution" or "six years after the revocation…unless
its has been allowed at the time of dissolution of revocation by stockholders,
members or partners, who represent a majority of the outstanding capital stock
or membership of the dissolved corporation or partnership, as the case may
be."
The new rules retained such provision
but added requirements.
According to the SEC, no application
for re-registration will be processed unless it accompanied with the new
requirements.
The SEC now requires such applications
to have as attachment a board resolution, executed under oath by hold-over
board of directors/trustees attesting that:
• the application for re-registration
is a new corporation intending to use the name of the dissolved company or
revoked corporation;
• re-registration is approved by the
majority vote of the directors or trustees and the vote of the stockholders,
representing the majority of the outstanding capital stock or membership;
• they shall include a statement in
the articles of incorporation of the new corporation that the same is using the
name of the dissolved corporation; and
• If applicable, they will no longer
file a petition to set aside the order of revocation.
The corporate regulator is also
requiring the latest general information sheet of the dissolved corporation
stamped "received" by the commission.
At the same time, SEC also said it
needed an affidavit, executed under oath by the corporate secretary, stating
that:
• There are no properties owned by the
defunct corporation due for liquidation; or
• In the case of properties owned by
such firms, no property is transferred to the new corporation, or in case of
stock corporations, used for subscription payment without undergoing
liquidation process.
"Upon approval of
re-registration, the certificate of registration to be issued to the new
corporation shall indicate its new SEC registration number and pre-generated
tax identification number as confirmation that the same is a separate and
distinct entity from the dissolved or revoked [sic] corporation," the
circular read.
SEC said the amendment takes effect
immediately after the publication. -- CHCV
__________________________________________________________
