SEC Releases Guidelines Allowing Expired Corporations to Revive Their Existence

The Securities and Exchange Commission (SEC) announced on Wednesday, December 11, that it has started accepting applications for the revival of expired corporations, following the publication of the pertinent guidelines on December 6. 

The guidelines, SEC Memorandum Circular No. 23, Series of 2019, is pursuant to Section 11 of the Revised Corporation Code (RCC) which states that the term of existence of a corporation shall be perpetual unless its Articles of Incorporation provides otherwise. 

According to Sec. 11 of the RCC, a corporation whose term has expired, herein referred to as an “expired corporation” may apply for a revival of its corporate existence, together with all the rights and privileges under its Certificate of Incorporation and subject to all its duties, debts, and liabilities existing prior to its revival. 

The guidelines provides that expired corporations whose corporate names have already been validly reused by an existing corporation may apply for revival of corporate existence, provided that they change their corporate name. 

Expired corporations whose Certificate of Registration have been suspended or revoked for non-filing of reports may also revive their existence, as long as they file the proper petition and settle the corresponding penalties. 

However, those who have completed the liquidation of their assets or have been dissolved cannot apply for revival of their corporate existence. The same shall apply to those whose Certificate of Registration has been revoked for reasons other than non-filing of reports (e.g., General Information Sheet and Audited Financial Statements) and those that already availed of re-registration, except when the re-registered corporation has undertaken to undergo voluntary dissolution or change its corporate name. 

 For filing, SEC requires expired corporations to submit a verified petition for revival, which shall state that there is no intra-corporate controversy and no third persons or government agencies will be prejudiced by its revival, among others.

Together with the petition, the corporation should provide copies of the following:

• Certificate of Incorporation;
• Articles of Incorporation;
• Revived Articles of Incorporation (showing the proposed changes in its corporate term);
• General Information Sheet;
• Audited Financial Statements (as of expiration); and
• Other requirements, if necessary. 

The petition for revival should be filed with SEC’s Company Registration and Monitoring Department or any of SEC’s satellite and extension offices.