SEC Adm. Case No. 07-08-135 Reservation of the Corporate Name, Philippines-Russia Business Council, Inc.

Republic of the Phi!ippines SECURITIES AND EXCHANGE COMMISSION SEC Bldg. EDSA, Greenhilis, Mandaluyong City

IN tHE MAttEr OF: Reservation of the Corporate Name, Philippines-Russia Business Council, Inc.

SEC En Banc Case No. 07-08-135

Philippines-Russia Business Council. Applicant.

DECISION

and Monitoring Department ('CRMD') dated 4 March 2008, denying the reservation of the applicant's proposed name, "Philippines-Russia Business .Council, Inc." For consideration is the appeal from the decision of the Company Registration

CCouncil") due to its similarity with a SEC registered entity named Philippines-Russia Business Council, Inc.

FACTS OF THE CASE

On 22 February 2008, applicant filed a letter with the Commission requesting the reservation of the name " Philippines-Russia Business Council' after finding that the previous registrant of the same name has been revoked. In a letter dated 4 March 2008, CRMD denied the proposed name based on Section 182 of the Corporation Code, and the fact that the Commission allows the filing of petition for the purpose of lifting the revocation order. CRMD also wrote that they will not allow a similar name without the appropriate consent for its use.

On 18 March 2008, the counsel for applicant ('Counsel") filed a letter3 addressed to the Office of the Generai Counsel ('OGC') stating that after a lapse of almost five years, they find no basis for the former corporation to file a petition for the lifting of the revocation order. Counsel also wrote that the Councii was

1 Registered on 14 Januaiy 1993 with SEC Reg. No. AN930000193 whose Certificate of Registration was revoked on 3: November 2003 pursuant to SEC Order dated 30 September 2003 for non-filing of reports (GIS and AFS) from 1996-2003, pursuant to SEC Circular No. 4 Series of 2008.

Exchange Commission if the proposed name is identical or deceptively or confusingly similar to that of 2 sECTION 18. Corporate name. -- No corporate name may ,be allowed by the Securities and

any existing corporation or to -any other name already protected by law or is patentiy deceptive, confusing or contrary to existing laws. When a change in the corporate name is approved, the Commission shall issue an a'mended certificate of incorporation under the amended name. 3 Dated March 17, 2008.

Pablo de Boria, Appellant SEC En Banc Case No. 07-08-135 Page Z of 4 n The Matter Of: Reservation of th Orate Name, Philippines-Russia Business Councit, Inc.

established under the auspices of the Philippine Chamber of Commerce and Industry to engage in encouraging, and fostering close cooperation and continuing communications between the Philippines and Russia in business, commerce, industry, and entrepreneurship, among others. On May 26, 2008, the Commission Secretary requested the applicant to pay an appeal fee and file a Memorandum on denial of the use of corporate name. Appeal inasmuch as its letter to the OGC appears to be an appeai from the CRMD

with the OGC on 10 July 2008 praying that CRMD's denial of applicant's request for and applicant, be allowed to reserve the same. the reservation of the name " Philippines-Russia Business Council, Inc." be set aside Applicant complied with the required fee and filed a Memorandum on Appeal

ISSUE

name? Did CRMD err in denying applicant's reservation of the subject corporate

Section i8 of the Corporation Code and SEC Circular No. 4, Series of 2008

corporations revoked en masse,..." the opportunity to "...file their Petition to set aside the order of revocation on, or before the sixth year of their respective the Corporation Code4 and affirmed that the registration of the new Philippines- revocation dates." true, that its revocation on 3 November 2003 extinguished its juridical personality. CRMD referred to. a "resolution of the Commission En Banc which gives the Russia Business Council, Inc. will only create confusion to the public. Aithough it is In its Reply Memorandum filed on 5 May 2009, CRMD applied Section 18 of

The Reply did not specify the said resolution, but SEC Circular No. 4, Series of

Circular covers corporations registered in 1936 to 2000. Philippines-Russia Business 2008 dated 15 May 2008 on "The Finality of Mass Revocation Orders" states that the

Council, Inc. which was registered on 14 January 1993 was revoked on 3 November 2003 and given until November 3, 2009 "to file its Petition to Set Aside the Order of Revocation with the Commission, otherwise the Revocation Order shall become final and Executory."

SEc Memorandum Circular No. 5, Series of 2008

In denying Appellant's proposed name, CRMD likewise relied on Section 15 of SEC Memorandum Circular No. 5, Series of 2008 (Guidelines and Procedures on the Use of Corporate Names) which provides:

4 Batas Pambansa Bilang 68 (1980)

SEC En Banc Case No. 07-08-135 Pablo de Borja, Appellant Page 3 of 4 The Matter Of: Reservatior: of th orate Name, Philippines-Russia B!isiness Councit, Inc.

whose registration has been revoked shall not be used by another "15.The name of a corporation or partnership that has been dissolved or

corporation or partnership within three years from the"approval of the been allowed at the time of the dissolution or revocation by the stockholders, members or partners who represent majority of the outstanding capital stock or membership of the dissolved corporation or dissolution or six years from the date of revocation unless its use has partnership, as the case'may be."

that said principle does not appiy to the case because applicant has no possessory right over the name. years from the date of the revocation, which was pointed out by applicant, and the fact that Philippines-Russia Business Council, Inc. has not acted on it. It concluded CRMD discussed the principle of laches, in relation to the lapse of aimost five

the majority of the remaining members of the defunct organization allowing them to use the subject name, and that they have no intention to revive its juridical Resolution, Otherwise, CRMD will not allow the use of the subject name in spite of the revoked status of Philippines-Russia Business Council, Inc. This was on 5 May 2009, prior to the order of revocation being final and executory. personality, -which must be in the form of a Secretary's Certificate or Board CRMD prescribed that the only remedy of applicant is to secure the consent of'

SEC Circular No. 15, Series of 2009

SEC Circular No. 15. Series of 2009 dated 5 November 20o9 is a recent deveiopment, which further extended the period within which a revoked corporation may file its Petition to Set Aside the Order of Revocation. For subject corporation which was revoked on 3 November 2003, the deadline to file the Petition to Set Aside the Order of Revocation is now 3 November 2010. It states: "Failure to file Petitions to. Set Aside the Order of Revocation with the Commission within the periods cited above: shall render the revocation orders final and executory."

within the new deadline and after the revocation order has become final and executory, applicant may reserve the name Philippines-Russia Business Council, Inc. Thus, if applicant fails to file its Petition to Set Aside the Order of Revocation

for itself without having to comply with the requirements imposed by CRMD. If however, applicant desires to reserve the subject name for itseif before the revocation ' order has become final and executory, it must comply with the reguirements of CRMD, inasmuch as CRMD did not err in denying the applicant's reservation of the subject corporate name.

C.A. Domingo. Belda, et. al. G.R. No. 121038 July 22, 1999). S ".:.. negligence or omission to assert a right within a reasonable time, warranting a presumption that the party entitled to assert it either has abandoned it or declined to assert it. (Teotimo Eduarte vs.

*SEC En Banc Case No. 07-08-135 Pablo de Borja, Appellant In The Matter Of: Reservation of Page 4 of 4 Frate Name, Philippines-Russia Business Councit, Inc.

WHEREFORE, premises considered, the CRMD's decision is affirmed and the instant appeal is hereby DISMISSED for iack of merit.

SO ORDERED.

Mandaluyong City, 20 May 2010.

FE B. BARIN Chairperson

Ma. JuanitA e. CUetO Commissioner RAUL J. PALABRICA Commissioner

Manuel I B. GAITE ElAdio m.Jal

Commissioner ommissioner

*on leave