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SEC Opinion 03-06

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46 views3 pages

SEC Opinion 03-06

Uploaded by

Arvin
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We take content rights seriously. If you suspect this is your content, claim it here.
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January 18, 2006

SEC-OGC OPINION NO. 03-06

DISSOLUTION: RECKONING OF LIQUIDATION PERIOD

Atty. Zenaida L. Salipsip


Castillo Laman Tan Pantaleon & San Jose
The Valero Tower, 122 Valero Street
Salcedo Village, Makati City

Madam:

This refers to your letter dated April 14, 2005 which was indorsed to the Office
of the General Counsel on April 19, 2005 requesting opinion on behalf of your client,
Slipform Projects (Philippines), Inc..

As stated, on July 23, 2004, subject corporation filed with the Commission an
Amended Articles of Incorporation shortening its corporate term of existence until
June 30, 2004 which was approved on February 3, 2005.

Your queries are: when is the corporation dissolved, June 30, 2004 (as stated in
Article IV of the Amended Articles of Incorporation) or February 03, 2005 (the date
of SEC approval) and when will the three (3) year liquidation period set forth in
Section 122 of the Corporation Code of the Philippines commence?

Section 16 of the Corporation Code provides in part:

"Section 16. Amendment of Articles of Incorporation. —

xxx xxx xxx

The amendments shall take effect upon its approval by the Securities
and Exchange Commission or from the date of filing with the said Commission
if not acted upon within six (6) months from the date of filing for a cause not
attributable to the corporation." (emphasis supplied)

Copyright 1994-2015 CD Technologies Asia, Inc. Securities and Exchange Commission 2014 1
Based on the aforecited provision, subject corporation is deemed dissolved as
of February 3, 2005, the date of approval by the Commission of its amended articles
of incorporation, shortening Slipform's existence to June 30, 2004.

Thus, the three (3) year liquidation period shall be reckoned from the date of
approval by the Commission of the amended articles of incorporation dissolving the
corporation. 1(1)

Please be guided accordingly. SCETHa

(SGD.) VERNETTE G. UMALI-PACO


General Counsel
Footnotes
1. Opinion dated May 20, 1993, addressed to Ms. Adelaida M. Lim Tagalog.

Copyright 1994-2015 CD Technologies Asia, Inc. Securities and Exchange Commission 2014 2
Endnotes

1 (Popup - Popup)
1. Opinion dated May 20, 1993, addressed to Ms. Adelaida M. Lim Tagalog.

Copyright 1994-2015 CD Technologies Asia, Inc. Securities and Exchange Commission 2014 3

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