What are the consequences if a corporation fails to formally organize and commence business?
If a corporation fails to formally organize and commence its business within five (5) years from the date of its incorporation, its certificate of incorporation is automatically deemed revoked (SEC. 21, Revised Corporation Code of the Philippines). This revocation takes effect as of the day following the end of that five-year period, resulting in the mandatory administrative dissolution of the entity. However, if the corporation commenced business but later became inoperative for at least five (5) consecutive years, the SEC may place it under delinquent status after due notice and hearing. This distinction differentiates between initial non-use and continuous non-operation.
02 November 2025
About Nicolas and De Vega Law Offices
Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
