Opinion No. 13-08 Re:Effects of Lifting the Order of Revocation

SEC Building, EDSA, Greenhills, Mandaluyong City Securities and Exchange Commission Republic of the Philippines Department of Finance

Office of the General Counsel

August 22, 2013

SEC OGC Opinion No. 13-08 Effects of Lifting the Order of Revocation

MARKET PURSUITS, INC. 25 Lacson Street Bacolod City Mancel Building

Attention: Mr. Carlos Jose V. Lopez

Gentlemen:

the Order, dated November 24, 2008, setting aside the Order of the Commission revoking the Certificate of Registration of Market Pursuits, Inc. (MPI). We refer to your letter, dated May 9, 2010, requesting for an opinion involving

personality. Accordingly, you now seek clarification on the effects of the lifting of Order Commission a Petition to Set Aside Order of Revocation which was granted on November 24, 2008. Prior to the filing of the petition, however, MPI executed, on January 31, 2008, a Contract of Sub-Lease for a period of one (1) year ending on February 2009. You further stated that the Sub-Lessee violated certain provisions of the contract and refused to recognize it on the ground that MPI already lost its juridical of Revocation on said contract. In'your letter, you mentioned that sometime in April of 2008, MPI filed with the

rendering an opinion on matters involving the substantial and contractual rights of the private parties who would, in all probability, contest the same in court if the opinion turns question on the validity or enforcement of a lease contract. However, for purposes of information only, the following are imparted. out to be adverse to their interest. Such is the nature of your query, involving as it does Please be advised that as a matter of policy, the Commission refrains from

WEFPA IETE SEC-OGC 40L

Effects of the Lifting of the Order of Revocation SEC OGC Opinion No. 13-08 dated August 22, 2013 Page 2 of 2

Section 122 of the Corporation Code provides:

property and to distribute its assets,_but not for the purpose of whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three (3) years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and enabling it to settle and close its affairs, to dispose of and convey its continuing the business for which it was established. xxx "Sec. 122. Corporate liquidation. - Every.corporation

Cyclopedia Corporation2, opined on the effects of setting aside the Order of Revocation, to wit: The Commission, however, in SEC Opinion No. 06-06', citing Fletcher

revocation] had never occurred." relates back to the date of dissolution [or revocation] as if the dissolution [or "Generally, the effect of the reinstatement of the corporation is that it

ratifying and confirming all acts and proceedings of the corporation's officers, directors, and stockholders which would have been legal and valid but for the dissolution. Moreover, Fletcher in his book asserts that "the reinstatement has the effect of

order of revocation, the Commission reiterated Flecther and cited SEC Opinion No. 06- 06 on the effect of the reinstatement of the corporation. Finally, in a similar case3 in which a petitioner asked the Commission to lift the

and relevant solely to the particular issues raised therein and shall not be used in the nature of a standing rule binding upon the Courts or upon the Commission whether of relied upon are different, this opinion shall be rendered void. similar or dissimilar circumstances.' If, upon investigation, it is disclosed that the facts The foregoing opinion is rendered based solely on the facts disclosed in the query

Very truly yours.

CAMILO S. CORREA General Counsel w

5 SEC Memorandum Circuiar No. 1 5, Series of 2003 2 Page 357. 68112.3, Volume 16A Permanent Edition 3 Perfecto Pondo, et 'ai. vs. Federation of Rural Workers Organization, Inc. et al., SEC En Banc Case No 05-07-98 Note 2. supra. Dated January 3 1. 2006 and addressed to Atty. Marilyn O. Ngo I3s C-OGC