Opinion No. 19-16 Re: Corporate Terms of Existing Corporations under the Revised Corporation Code.

Securities and Exchange Commission Republic of the Philippines Department of Finance

OFFICE OF tHe GenErAL COUNSeL

April 15, 2019

SEC-OGC Opinion No. 19-16 Re: Corporate Terms of Existing Corporation Code Corporations under the Revised

33 San Miguel Avenue Ortigas Center, Pasig City PANER HOSAKA & YPIL 502 Pacific Center Building

Attention: ATTY. EMMANUEL S. YPIL

Gentlemen:

deemed amended to that of perpetual existence pursuant to Republic Act No. 11232 or whether the corporate term of Victorias Milling Company, Inc. (VMC) has already been the Revised Corporation Code of the Philippines (RCC). This refers to your letter dated 28 February 2019 requesting an opinion on

situation, you ask whether the corporate term of VMc is now perpetual without need of any positive act on the part of the corporation. effectivity of the RCC, and that its corporate term is until April 25, 2019. Given this You stated that VMC's certificate of incorporation was issued prior to the

We answer in the affirmative. Paragraph 2, Section 11 of the RCC provides:

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the corporation, upon a vote of its stockholders provisions of this Code." (Emphasis ours) representing a majority of its outstanding capital stock, notifies the Commission that it elects to retain its incorporation. Provided, That any change in the corporate term under this section is without prejudice to the appraisal right of dissenting stockholders in accordance with the issued _prior to the effectivity of this Code, and which continue to exist, shall have perpetual existence_unless specific corporate term pursuant to its articles of "Corporations with certificates of incorporation

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SEC-OGC Opinion No Re: Corporate Terms of Existing Corporations under the Revised Corporation Code f4- Page 2 of 2

right of dissenting stockholders in accordance with the provisions of this Code." (Emphasis ours)

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existing prior to, and which continues to exist upon the effectivity of the RCC shall be It is clear from the above provision that the corporate term of a corporation

automatically deemed perpetual without any further action on the part of the corporation.

facts and circumstances disclosed and relevant solely to the particular issue raised therein. It shall not be used in the nature of a standing rule binding upon the Commission in other cases or upon the courts whether of similar or dissimilar circumstances.1 If, upon further inquiry or investigation, it will be disclosed that the facts relied upon are different, this opinion shall be rendered void. It shall be understood that the foregoing opinion is rendered based solely on the

Please be guided accordingly.

CAMILO S. CORREA General Counsel

1 SEC Memorandum Circular 2003-15, No.7