Article 35p. 35

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

after the entry of the order. Before such date, a copy of

the order shall be published at least once a week for three

(3)

consecutive

weeks

in

a

newspaper

of

general

circulation published in the municipality or city where the

principal office of the corporation is situated, or if there be

no such newspaper, then in a newspaper of general

circulation in the Philippines, and a similar copy shall be

posted for three (3) consecutive weeks in three (3) public

places in such municipality or city.

Upon five (5) days notice, given after the date on

which the right to file objections as fixed in the order has

expired,

the

Commission

shall

proceed to hear the

petition and try any issue made by the objections filed;

and if no such objection is sufficient, and the material

allegations

of

the

petition

are

true,

it

shall render

judgment dissolving the corporation and directing such

disposition of its assets as justice requires, and may

appoint a receiver to collect such assets and pay the

debts of the corporation. (Rule 104, RCa)

SECTION 120. Dissolution by Shortening Corporate

Term . — A voluntary dissolution may be effected by

amending the articles of incorporation to shorten the

corporate term pursuant to the provisions of this Code. A

copy of the amended articles of incorporation shall be

submitted to the Securities and Exchange Commission in

accordance

with

this

Code.

Upon

approval

of

the

amended articles of incorporation or the expiration of the

shortened term, as the case may be, the corporation shall

be deemed dissolved without any further proceedings,

subject to the provisions of this Code on liquidation. (n)

SECTION

121.

Involuntary

Dissolution .

—

A

corporation may be dissolved by the Securities and

Exchange Commission upon filing of a verified complaint

and after proper notice and hearing on grounds provided

by existing laws, rules and regulations. (n)

SECTION

122.

Corporate

Liquidation .

—

Every

corporation 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

property and to distribute its assets, but not for the

purpose of continuing the business for which it was

established.

At

any

time

during

said

three

(3)

years,

said

corporation is authorized and empowered to convey all of

its property to trustees for the benefit of stockholders,

members, creditors, and other persons in interest. From

and after any such conveyance by the corporation of its

property in trust for the benefit of its stockholders,

members, creditors and others in interest, all interest

which the corporation had in the property terminates, the

legal interest vests in the trustees, and the beneficial

interest in the stockholders, members, creditors or other

persons in interest.

Upon the winding up of the corporate affairs, any

asset distributable to any creditor or stockholder or

member who is unknown or cannot be found shall be

escheated to the city or municipality where such assets

are located.

Except by decrease of capital stock and as otherwise

allowed by this Code, no corporation shall distribute any

of its assets or property except upon lawful dissolution

and after payment of all its debts and liabilities. (77a, 89a,

16a)

TITLE XV Foreign Corporations

SECTION

123.

Definition

and

Rights of Foreign

Corporations . — For the purposes of this Code, a foreign

corporation is one formed, organized or existing under

any laws other than those of the Philippines and whose

laws

allow

Filipino

citizens

and

corporations

to

do

business in its own country or state. It shall have the right

to transact business in the Philippines after it shall have

obtained a license to transact business in this country in

accordance with this Code and a certificate of authority

from the appropriate government agency. (n)

SECTION

124.

Application

to

Existing

Foreign

Corporations . — Every foreign corporation which on the

date of the effectivity of this Code is authorized to do

business in the Philippines under a license theretofore

issued to it, shall continue to have such authority under

the terms and condition of its license, subject to the

provisions of this Code and other special laws. (n)

SECTION 125. Application for a License . — A foreign

corporation applying for a license to transact business in

the

Philippines

shall

submit

to

the

Securities

and

Exchange

Commission

a

copy

of

its

articles

of

incorporation and bylaws, certified in accordance with

law, and their translation to an official language of the

Philippines, if necessary. The application shall be under

oath and shall specifically set forth the following, unless

already stated in its articles of incorporation:

1. The date and term of incorporation;

2. The address, including the street number, of the

principal office of the corporation in the country or state

of incorporation;

3.

The

name

and address of its resident agent

authorized to accept summons and process in all legal

proceedings and, pending the establishment of a local

office, all notices affecting the corporation;

4. The place in the Philippines where the corporation

intends to operate;

5. The specific purpose or purposes of the corporation

which it intends to pursue in the transaction of its

business in the Philippines: Provided , That said purpose

or purposes are those specifically stated in the certificate

of

authority

issued

by

the

appropriate

government

agency;

6. The names and addresses of the present directors

and officers of the corporation;

7. A statement of its authorized capital stock and the

aggregate number of shares which the corporation has

authority to issue, itemized by classes, par value of shares,

shares without par value, and series, if any;

8. A statement of its outstanding capital stock and

the aggregate number of shares which the corporation

has issued, itemized by classes, par value of shares, shares

without par value, and series, if any;

9. A statement of the amount actually paid in; and

10. Such additional information as may be necessary

or appropriate in order to enable the Securities and

Exchange

Commission

to

determine

whether

such

corporation is entitled to a license to transact business in

the Philippines, and to determine and assess the fees

payable.

Attached to the application for license shall be a duly

executed certificate under oath by the authorized official

or officials of the jurisdiction of its incorporation, attesting

to the fact that the laws of the country or state of the

applicant allow Filipino citizens and corporations to do

business therein, and that the applicant is an existing

corporation in good standing. If such certificate is in a

foreign language, a translation thereof in English under

oath of the translator shall be attached thereto.

The application for a license to transact business in

the

Philippines

shall likewise be accompanied by a

statement under oath of the president or any other

person authorized by the corporation, showing to the

satisfaction of the Securities and Exchange Commission

and other governmental agency in the proper cases that

the applicant is solvent and in sound financial condition,

and

setting

forth

the

assets

and

liabilities

of

the

corporation as of the date not exceeding one (1) year

immediately prior to the filing of the application.

© Compiled by RGL

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