September 5, 2019
SEC-OGC OPINION NO. 47-19
RE: CORPORATE TERM OF EXISTING CORPORATIONS UNDER THE REVISED CORPORATION CODE
Du-Baladad and Associates (BDB Law)
20th Floor, Chatham House,
1227 Rufino Cor. Valero Sts., Salcedo Vill.,
Makati City
Attention: Atty. Fulvio D. Dawilan
Dear Atty. Dawilan :
This refers to your letter dated 17 July 2019 requesting for an opinion on whether the corporate term of your client, The Nielsen Company (Philippines), Inc. (TNC), has already been deemed amended to that of perpetual existence pursuant to Republic Act No. 11232 or the Revised Corporation Code of the Philippines (RCC), without any further or positive act of the Company.
In said letter, you stated that TNC's Certificate of Incorporation was issued prior to the effectivity of the RCC and that its corporate term is until 3 November 2020. Hence, your query.
We answer in the affirmative. Paragraph 2, Section 11 of the RCC provides:
xxx xxx xxx
"Corporations with certificates of incorporation issued prior to the effectivity of this Code, and which continue to exist, shall have perpetual existence, unless the corporation, upon a vote of its stockholders representing a...
