What are the grounds upon which the SEC may revoke or suspend the license of a foreign corporation? The SEC may revoke or suspend a foreign corporation’s license for several reasons, without prejudice to other special laws (SEC. 151, Revised Corporation Code of the Philippines). Grounds include failure to file its annual report or pay […]
What documents must be published when a foreign corporation files a petition for withdrawal of its license to transact business? Before the SEC issues a certificate of withdrawal for a foreign corporation’s license, all claims and taxes lawfully due in the Philippines must be paid or settled (SEC. 153, Revised Corporation Code of the Philippines).
What restrictions apply to the SEC when publishing findings or information concerning a violation? The SEC is authorized to investigate and publish its findings, orders, opinions, advisories, or information concerning any alleged violation of the Code or its regulations (SEC. 154, Revised Corporation Code of the Philippines). However, this publication power is explicitly subject to
What is the purpose and maximum validity period for a Cease and Desist Order ex parte issued by the SEC? The SEC may issue a cease and desist order ex parte to enjoin an act or practice which is fraudulent or can be reasonably expected to cause significant, imminent, and irreparable danger or injury to
What is the fine structure imposed for contempt of the SEC? Any person who fails or refuses to comply with a lawful order, decision, or subpoena issued by the SEC, without justifiable cause, shall be held in contempt after due notice and hearing (SEC. 157, Revised Corporation Code of the Philippines). The resulting fine imposed
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What are the maximum and minimum administrative fines the SEC may impose for violating the Code? If the SEC finds that any provision of the Code, rules, or orders has been violated, it may impose several administrative sanctions (SEC. 158, Revised Corporation Code of the Philippines). The primary sanction is the imposition of a fine
What is the procedure for voluntary dissolution when no creditors are affected? Voluntary dissolution where no creditors are prejudiced requires approval by a majority vote of the board of directors or trustees (SEC. 134, Revised Corporation Code of the Philippines). This must be followed by a resolution adopted by the affirmative vote of the stockholders
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When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth? If the dissolution may prejudice the rights of any creditor, a verified petition for dissolution must be filed with the SEC, signed by a majority of the board of directors or trustees (SEC. 135,
How does dissolution take effect when the corporate term is shortened? A voluntary dissolution may be effected by amending the articles of incorporation specifically to shorten the corporate term (SEC. 136, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC for approval. Upon the expiration of
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What is the maximum deadline for withdrawing a request for voluntary dissolution (where no creditors are affected)? A withdrawal of the request for dissolution must be made in writing, duly verified by an incorporator, director, trustee, shareholder, or member (SEC. 137, Revised Corporation Code of the Philippines). The withdrawal must be submitted no later than
